AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 2001.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMERICAN AIRLINES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 4512 13-150278
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
P.O. BOX 619616
DALLAS/FORT WORTH AIRPORT, TEXAS 75261-9616
(817) 963-1234
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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ANNE H. MCNAMARA, ESQ. JOHN T. CURRY, III, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL DEBEVOISE & PLIMPTON
AMERICAN AIRLINES, INC. 919 THIRD AVENUE
P.O. BOX 619616 NEW YORK, NEW YORK 10022
DALLAS/FORT WORTH AIRPORT, TEXAS (212) 909-6000
(817) 963-1234
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
Copy to:
ROHAN S. WEERASINGHE, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
possible after this registration statement becomes effective.
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If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
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CALCULATION OF REGISTRATION FEE
================================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE (1)
--------------------------- ---------- -------------- -------------- --------------------
Pass Through Certificates, Series 2001-1A-1 $368,682,212 100% $368,682,212 $92,171
Pass Through Certificates, Series 2001-1A-2 $392,209,000 100% $392,209,000 $98,052
Pass Through Certificates, Series 2001-1B $292,455,902 100% $292,455,902 $73,114
Pass Through Certificates, Series 2001-1C $179,689,538 100% $179,689,538 $44,922
Pass Through Certificates, Series 2001-1D $20,480,000 100% $20,480,000 $5,120
================================================================================================================================
(1) Pursuant to Rule 457(f)(2), the registration fee has been calculated using
the book value of the securities being registered.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES OR ACCEPT OFFERS TO BUY THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, Dated November 16, 2001
$1,253,516,652.24
[AMERICAN AIRLINES LOGO]
OFFER TO EXCHANGE
PASS THROUGH CERTIFICATES, SERIES 2001-1,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING PASS THROUGH CERTIFICATES, SERIES 2001-1
THE NEW CERTIFICATES
- The terms of the new pass through certificates we are issuing will be
substantially identical to the terms of the outstanding pass through
certificates, except that the new pass through certificates are being
registered under the Securities Act of 1933, as amended, and will not
contain restrictions on transfer or provisions relating to interest
rate increases, and the pass through certificates will be available
only in book-entry form.
- No public market currently exists for the pass through certificates.
THE EXCHANGE OFFER
- The exchange offer expires at 5:00 p.m., New York City time,
on _______________, 2001, unless we extend it.
THE CERTIFICATES AND THE EXCHANGE OFFER INVOLVE RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 25.
PASS THROUGH INTEREST FINAL EXPECTED
CERTIFICATES PRINCIPAL AMOUNT RATE DISTRIBUTION DATE
------------ ---------------- -------- -----------------
Class A-1.................................. $368,682,212.07 6.977% May 23, 2021
Class A-2.................................. 392,209,000.00 6.817 May 23, 2011
Class B.................................... 292,455,901.84 7.377 May 23, 2019
Class C.................................... 179,689,538.24 7.379 May 23, 2016
Class D.................................... 20,480,000.09 7.686 May 23, 2008
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------
The date of this Prospectus is _______________, 2001.
TABLE OF CONTENTS
PRESENTATION OF INFORMATION...............................................................................3
WHERE YOU CAN FIND MORE INFORMATION.......................................................................4
PROSPECTUS SUMMARY........................................................................................5
The Exchange Offer......................................................................................5
Summary of Terms of Certificates........................................................................9
Equipment Notes and the Aircraft.......................................................................10
Loan to Aircraft Value Ratios..........................................................................12
Cash Flow Structure....................................................................................13
The Certificates.......................................................................................14
The Company.......................................................................................... 21
Summary Historical Consolidated Financial and Operating Data...........................................23
RISK FACTORS.............................................................................................25
Special Risk Factor....................................................................................25
Risk Factors Relating to the Certificates and the Exchange Offer.......................................26
Consequences of Failure to Exchange.................................................................26
Appraisals and Realizable Value of Aircraft ........................................................26
Repossession........................................................................................27
Priority of Distributions; Subordination............................................................27
Control over Collateral; Sale of Collateral.........................................................27
Ratings of the Certificates.........................................................................28
No Protection Against Highly Leveraged or Extraordinary Transactions................................28
Limited Ability to Resell the Certificates..........................................................29
THE EXCHANGE OFFER.......................................................................................29
General...............................................................................................29
Expiration Date; Extensions; Amendments; Termination..................................................31
Distributions on the New Certificates.................................................................31
Procedures for Tendering............................................................................. 31
Acceptance of Old Certificates for Exchange; Delivery of New Certificates.............................33
Book-Entry Transfer...................................................................................33
Guaranteed Delivery Procedures........................................................................34
Withdrawal of Tenders.................................................................................34
Conditions............................................................................................34
Exchange Agent........................................................................................35
Fees and Expenses.....................................................................................35
THE COMPANY..............................................................................................36
USE OF PROCEEDS..........................................................................................36
DESCRIPTION OF THE CERTIFICATES..........................................................................36
General................................................................................................36
Distribution of Payments on Equipment Notes............................................................37
Subordination..........................................................................................39
Pool Factors...........................................................................................39
Reports to Certificateholders..........................................................................40
Indenture Events of Default and Certain Rights upon an Indenture Event of Default......................41
Purchase Rights of Certificateholders..................................................................43
PTC Event of Default...................................................................................43
Merger, Consolidation and Transfer of Assets...........................................................44
Modification of the Pass Through Trust Agreements and Certain Other Agreements.........................44
Possible Issuance of Series E Equipment Notes..........................................................46
Termination of the Trusts..............................................................................47
The Trustees...........................................................................................47
Book-Entry Registration; Delivery and Form.............................................................47
DESCRIPTION OF THE LIQUIDITY FACILITIES..................................................................49
General................................................................................................49
Drawings...............................................................................................50
Replacement of Liquidity Facilities....................................................................51
Reimbursement Drawings.................................................................................53
Liquidity Events of Default............................................................................54
Liquidity Provider.....................................................................................54
DESCRIPTION OF THE INTERCREDITOR AGREEMENT...............................................................54
Intercreditor Rights...................................................................................55
Priority of Distributions..............................................................................56
Addition of Trustee for Class E Certificates...........................................................60
The Subordination Agent................................................................................60
DESCRIPTION OF THE AIRCRAFT AND THE APPRAISALS...........................................................61
The Aircraft...........................................................................................61
The Appraisals.........................................................................................62
DESCRIPTION OF THE EQUIPMENT NOTES.......................................................................63
General................................................................................................63
Subordination..........................................................................................64
Principal and Interest Payments........................................................................64
Redemption.............................................................................................65
Security...............................................................................................67
Loan to Value Ratios of Equipment Notes................................................................67
Defeasance.............................................................................................68
Limitation of Liability................................................................................68
Indenture Events of Default, Notice and Waiver.........................................................69
Remedies...............................................................................................70
Modification of Indentures and Leases..................................................................72
Indemnification........................................................................................73
Certain Provisions of the Leases and the Owned Aircraft Indentures.....................................73
CERTAIN FEDERAL INCOME TAX CONSEQUENCES................................................................. 80
CERTAIN ERISA CONSIDERATIONS.............................................................................80
General................................................................................................80
Plan Assets Issues.....................................................................................81
Prohibited Transaction Exemptions......................................................................81
Special Considerations Applicable to Insurance Company General Accounts................................82
PLAN OF DISTRIBUTION.....................................................................................83
LEGAL OPINIONS...........................................................................................83
EXPERTS..................................................................................................83
APPRAISERS...............................................................................................83
INDEX OF TERMS...................................................................................Appendix I
APPRAISAL LETTERS...............................................................................Appendix II
EQUIPMENT NOTE PRINCIPAL PAYMENTS..............................................................Appendix III
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES.........................................................Appendix IV
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND
THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR TO WHICH WE HAVE
REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT
IS DIFFERENT. IF ANYONE PROVIDES YOU WITH DIFFERENT OR INCONSISTENT INFORMATION,
YOU SHOULD
2
NOT RELY ON IT. THIS DOCUMENT MAY BE USED ONLY WHERE IT IS LEGAL TO OFFER OR
SELL THESE SECURITIES. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS.
ALSO, YOU SHOULD NOT ASSUME THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
AMERICAN SINCE THE DATE OF THIS PROSPECTUS.
PRESENTATION OF INFORMATION
We have given certain capitalized terms specific meanings for purposes of
this Prospectus. The "Index of Terms" attached as Appendix I to this Prospectus
lists the page in this Prospectus on which we have defined each such term.
At varying places in this Prospectus, we refer you to other sections for
additional information by indicating the caption heading of such other sections.
The page on which each principal caption included in this Prospectus can be
found is listed in the Table of Contents above.
This Prospectus contains various "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which represent our expectations or beliefs
concerning future events. When used in this Prospectus and in documents
incorporated by reference, the words "expects," "plans," "anticipates," and
similar expressions are intended to identify forward-looking statements.
Forward-looking statements include our expectations concerning operations and
financial conditions, overall economic conditions, plans and objectives for
future operations and the impact of the events of September 11, 2001 on us and
the sufficiency of our financial resources to absorb that impact. All
forward-looking statements in this Prospectus are based upon information
available to us on the date of this Prospectus. We undertake no obligation to
publicly update or revise any forward-looking statement, whether as a result of
new information, future events or otherwise. Forward-looking statements are
subject to a number of factors that could cause actual results to differ
materially from our expectations. These factors include the adverse impact of
the terrorist attacks on the economy in general, the likelihood of a further
decline in air travel because of the attacks and as a result of a reduction in
our operations, higher costs associated with new security directives and,
potentially, new regulatory initiatives, higher costs for insurance and the
continued availability of such insurance, the number of crew members who may be
called for duty in the armed services and the impact on our ability to operate
as planned. Additional information concerning these and other factors is
contained in our Securities and Exchange Commission filings, including but not
limited to the Form 10-K for the year ended December 31, 2000.
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3
WHERE YOU CAN FIND MORE INFORMATION
This Prospectus constitutes a part of a registration statement on Form S-4
(together with all amendments, exhibits and appendices, the "Registration
Statement") filed by American with the Securities and Exchange Commission (the
"Commission") under the Securities Act. This Prospectus does not contain all of
the information included in the Registration Statement, the exhibits and certain
other parts of which are omitted in accordance with the rules and regulations of
the Commission. Statements contained in this Prospectus as to the contents of
any contract or other document are not necessarily complete, and you should
review the full texts of those contracts and other documents.
We file annual, quarterly and special reports with the Commission. These
Commission filings are available to the public over the Internet at the
Commission's web site at http://www.sec.gov. You may also read and copy any such
document we file at the Commission's public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549, and in New York, New York and Chicago, Illinois.
Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms and copy charges.
We incorporate by reference the documents listed below and any future
filings made with the Commission under Section 13(a), 13(c), 14, or 15(d) of the
Exchange Act until the termination of the Exchange Offer.
o Annual Report on Form 10-K for the year ended December 31, 2000.
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001, June
30, 2001 and September 30, 2001.
o Current Reports on Form 8-K filed January 10, 2001; January 17, 2001; March
8, 2001; March 13, 2001; April 11, 2001; April 12, 2001; April 19, 2001;
April 24, 2001; April 30, 2001; May 10, 2001; May 11, 2001; May 24, 2001;
May 31, 2001; June 18, 2001; June 26, 2001; July 19, 2001; August 3, 2001;
August 21, 2001; September 7, 2001; September 19, 2001; September 25, 2001
and November 13, 2001.
You may obtain a copy of the Registration Statement and these filings
(other than their exhibits, unless those exhibits are specifically incorporated
by reference in the filings) at no cost by writing or telephoning us at the
following address:
Corporate Secretary
American Airlines, Inc.
P.O. Box 619616, Mail Drop 5675
Dallas/Fort Worth Airport, Texas 75261-9616
(817) 967-1254
4
PROSPECTUS SUMMARY
This summary highlights selected information from this Prospectus and
may not contain all of the information that is important to you. For more
complete information about the Certificates and American Airlines, Inc., you
should read this entire Prospectus, as well as the materials filed with the
Commission that are considered to be a part of this Prospectus. See "Where You
Can Find More Information" and "The Company". Unless otherwise indicated, "we,"
"us," "our" and similar terms, as well as references to "American" or the
"Company", refer to American Airlines, Inc. The term "you" refers to prospective
investors in the Certificates.
THE EXCHANGE OFFER
The Certificates..................................... On May 24, 2001 we issued, through five separate trusts, Class
A-1, Class A-2, Class B, Class C and Class D Pass Through
Certificates, Series 2001-1. On May 24, 2001, we privately
placed an aggregate of $420,880,000 Class A-1 Certificates,
$392,209,000 Class A-2 Certificates, $297,430,000 Class B
Certificates, $183,530,000 Class C Certificates and $25,600,000
Class D Certificates pursuant to exemptions from the registration
requirements of the Securities Act. On November 23, 2001
principal payments on the Series A-1, Series B, Series C and
Series D Equipment Notes will reduce the amounts of such
Certificates outstanding to $368,682,212.07, $292,455,901.84,
$179,689,538.24 and $20,480,000.09, respectively. The
"Placement Agents" of the Certificates were Morgan Stanley &
Co. Incorporated, Credit Suisse First Boston Corporation,
Salomon Smith Barney Inc. and Dresdner Kleinwort Wasserstein
Securities LLC.
When we use the term "Old Certificates" in this Prospectus,
we mean the Class A-1, Class A-2, Class B, Class C and Class
D Certificates, Series 2001-1, which were privately placed
with the Initial Purchasers Placement Agents on May 24, 2001
and which were not registered with the Commission.
When we use the term "New Certificates" in this Prospectus,
we mean the Class A-1, Class A-2, Class B, Class C and Class
D Certificates registered with the Commission and offered
hereby in exchange for the Old Certificates.
When we use the term "Certificates" in this Prospectus, the
related discussion applies to both the Old Certificates and
the New Certificates.
Registration Rights Agreement........................ On May 18, 2001, we entered into a Registration Rights
Agreement with the Placement Agents and the Trustee
providing, among other things, for the Exchange Offer.
The Exchange Offer................................... We are offering New Certificates in exchange for an equal
principal amount of Old Certificates of the same class. The New
Certificates will be issued to satisfy our obligations under the
Registration Rights Agreement.
5
The New Certificates will be entitled to the benefits of and
will be governed by the same Pass Through Trust Agreements
that govern the Old Certificates. The form and terms of the
New Certificates are the same in all material respects as
the form and terms of the Old Certificates, except that we
registered the New Certificates under the Securities Act so
their transfer is not restricted like the Old Certificates,
the New Certificates do not contain terms with respect to
transfer restrictions or interest rate increases and the New
Certificates will be available only in book-entry form.
As of the date of this Prospectus, $1,319,649,000 of Old
Certificates are outstanding. Following distributions of
principal payments on the Series A-1, Series B, Series C and
Series D Equipment Notes scheduled for November 23, 2001,
$1,253,516,652.14 of Old Certificates will be outstanding.
Conditions to the Exchange Offer..................... The Exchange Offer is not conditioned upon any minimum
principal amount of Old Certificates being tendered for
exchange. However, the Exchange Offer is subject to certain
customary conditions, which may be waived by us. See "The
Exchange Offer - Conditions".
Procedures for Tendering Old Certificates............ If you wish to accept the Exchange Offer you must deliver your
Old Certificates to the Exchange Agent for exchange no later
than 5:00 p.m., New York City time, on , 2001. The
Expiration Date may be extended under certain circumstances.
You must also deliver a completed and signed letter of
transmittal together with the Old Certificates (the "Letter
of Transmittal"). A Letter of Transmittal has been sent to
Certificateholders and a form can be found as an exhibit to
the Registration Statement. Please refer to "The Exchange
Offer - Procedures for Tendering".
You must deliver the Old Certificates and the Letter of
Transmittal to State Street Bank and Trust Company of
Connecticut, National Association (the "Exchange Agent"), as
follows:
State Street Bank and Trust Company of Connecticut, National
Association
c/o State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, Massachusetts 02111
Attn: Ralph Jones/Account Services Group
Telephone: (617) 662-1548 Facsimile: (617) 662-1452
If you hold Old Certificates through DTC and wish to accept
the Exchange Offer, you may do so through DTC's Automated
Tender Offer Program. By accepting the Exchange Offer
through such program, you will agree to be bound by the
Letter of Transmittal as though you had signed the Letter of
Transmittal and delivered it to the Exchange Agents.
6
See "The Exchange Offer - Procedures for Tendering", "-
Book-Entry Transfer" and "- Exchange Agent".
Guaranteed Delivery Procedures....................... If you wish to tender Old Certificates and your Old Certificates
are not immediately available or you cannot deliver your Old
Certificates and a properly completed Letter of Transmittal or
any other documents required by the Letter of Transmittal to the
Exchange Agent prior to the Expiration Date or you cannot
complete the book-entry transfer procedures prior to the
Expiration Date, you may tender your Old Certificates according
to the guaranteed delivery procedures set forth in "The Exchange
Offer - Guaranteed Delivery Procedures".
Denominations........................................ You may only tender Old Certificates in integral multiples of
$1,000. Similarly, the New Certificates will only be issued in
integral multiples of $1,000.
Withdrawal Rights.................................... You may withdraw a tender of Old Certificates at any time
before 5:00 p.m., New York City time, on the Expiration Date.
To withdraw a tender of Old Certificates, the Exchange Agent
must receive a written or facsimile transmission notice
requesting such withdrawal at its address set forth under "The
Exchange Offer - Exchange Agent" prior to 5:00 p.m., New
York City time, on the business day prior to the Expiration Date.
See "The Exchange Offer - Withdrawal of Tenders".
Resale of New Certificates........................... We believe that you can offer for resale, resell and otherwise
transfer the New Certificates without complying with the
registration and prospectus delivery requirements of the
Securities Act if:
o you acquire the New Certificates in the ordinary
course of your business;
o you have no arrangements or understanding with any
person to participate in the distribution of the New
Certificates; and
o you are not an "affiliate", as defined in Rule 405
of the Securities Act, of ours or of any Trustee
or a broker-dealer who acquired Old Certificates
directly from a Trustee for your own account.
If any of these conditions is not satisfied and you transfer
any New Certificate without delivering a proper prospectus
or without qualifying for a registration exemption, you may
incur liability under the Securities Act. We do not assume
or indemnify you against such liability.
7
Each broker-dealer that receives New Certificates in
exchange for Old Certificates held for its own account as a
result of market-making or other trading activities must
acknowledge that it will deliver a prospectus in connection
with any resale of such New Certificates. A broker-dealer
may use this Prospectus for an offer to resell, resale or
other transfer of such New Certificates issued to it in the
Exchange Offer.
For more information on the resale of New Certificates, see
"The Exchange Offer - General".
Registration, Clearance and Settlement............... The New Certificates will be represented by one or more
permanent global certificates, which will be registered in the
name of the nominee of DTC. The global certificates will be
deposited with the Trustee as custodian for DTC. See
"Description of the New Certificates - Book Entry; Delivery
and Form".
Delivery of New Certificates......................... The Exchange Agent will deliver New Certificates in exchange
for all properly tendered Old Certificates promptly following the
expiration of the Exchange Offer.
Certain Federal Income
Tax Consequences.................................... The exchange of New Certificates for Old Certificates will not
be treated as a taxable event for federal income tax purposes.
See "Certain Federal Income Tax Consequences".
Fees and Expenses.................................... We will pay all expenses, other than certain applicable taxes, of
completing the Exchange Offer and compliance with the
Registration Rights Agreement. See "The Exchange Offer -
Fees and Expenses".
Failure to Exchange Old
Certificates....................................... Once the Exchange Offer has been completed, if you do not
exchange your Old Certificates for New Certificates in the
Exchange Offer, you will no longer be entitled to registration
rights and will not be able to offer or sell your Old Certificates,
unless (i) such Old Certificates are subsequently registered under
the Securities Act (which, subject to certain exceptions set forth
in the Registration Rights Agreement, we will have no obligation
to do) or (ii) your transaction is exempt from, or otherwise not
subject to, the Securities Act and applicable state securities laws.
See "Risk Factors - Risk Factors Relating to the Certificates and
the Exchange Offer - Consequences of Failure to Exchange"
and "The Exchange Offer".
Use of Proceeds...................................... We will not receive any cash proceeds from the exchange of the
New Certificates for the Old Certificates.
8
SUMMARY OF TERMS OF CERTIFICATES
CLASS A-1 CLASS A-2 CLASS B CLASS C CLASS D
CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
------------ ------------ ------------ ------------ ------------
Aggregate face amount at the
issuance date of Old
Certificates.................... $420,880,000 $392,209,000 $297,430,000 $183,530,000 $25,600,000
Ratings(1):
Moody's....................... A2 A2 Baa1 Baa3 Ba1
Standard & Poor's............. AA- AA- A- BBB- BBB-
Initial loan to Aircraft value at
the issuance date of Old
Certificates
(cumulative)(2)............... 41.0% 41.0% 56.0% 65.3% 66.5%
Expected maximum loan to
Aircraft value
(cumulative).................. 41.0% 41.0% 56.0% 65.3% 66.5%
Expected principal
distribution window (in
years)........................ 0.5-20.0 10.0 0.5-18.0 0.5-15.0 0.5-7.0
Initial average life from
the issuance date of Old
Certificates (in years)......... 9.4 10.0 7.9 6.5 4.5
Regular Distribution
Dates......................... May 23 and May 23 and May 23 and May 23 and May 23 and
November 23 November 23 November 23 November 23 November 23
Final expected regular
distribution date............. May 23, 2021 May 23, 2011 May 23, 2019 May 23, 2016 May 23, 2008
Final Legal Distribution
Date.......................... November 23, November 23, November 23, November 23, May 23,
2022 2012 2020 2017 2008
Minimum denomination............ $1,000 $1,000 $1,000 $1,000 $1,000
Section 1110
protection.................... Yes Yes Yes Yes Yes
Liquidity Facility
coverage...................... Three semiannual Three semiannual Three semiannual Three semiannual None
interest interest interest interest
payments payments payments payments
----------
(1) The ratings assigned to the Certificates by Moody's are on review for
possible downgrade by Moody's, and the ratings assigned to the Certificates
by Standard & Poor's are on CreditWatch with negative implications by
Standard & Poor's. See "Risk Factors - Special Risk Factor".
(2) The initial aggregate appraised value of the Aircraft was $1,982,986,667.
See "Loan To Aircraft Value Ratios" in this Summary for the method we used
in calculating the loan to Aircraft value ratios.
9
EQUIPMENT NOTES AND THE AIRCRAFT
The Class A-1, Class A-2, Class B and Class C Trusts hold Equipment
Notes issued for each of 32 McDonnell Douglas MD-83 aircraft, ten Boeing 737-823
aircraft and four Boeing 777-223ER aircraft. The Class D Trust holds Equipment
Notes issued only for each of such 32 McDonnell Douglas MD-83 aircraft. All of
the McDonnell Douglas MD-83 aircraft were delivered new on lease to Trans World
Airlines, Inc. and the related leases were amended and assigned by Trans World
Airlines, Inc. to, and assumed by, American on April 9, 2001. All of the Boeing
737-823 and 777-223ER aircraft were delivered new to, and are being operated by,
American. The 32 McDonnell Douglas MD-83 aircraft are referred to as the "Leased
Aircraft" and the Boeing 737-823 and Boeing 777-223ER aircraft are referred to
as the "Owned Aircraft". The Equipment Notes issued with respect to each
Aircraft are secured by a security interest in such Aircraft. See "Description
of the Aircraft and the Appraisals" for a description of the Aircraft. Set forth
below is information about the Equipment Notes held in the Trusts and the
Aircraft.
INITIAL
PRINCIPAL AMOUNT
REGISTRATION MONTH OF EQUIPMENT APPRAISED BASE
AIRCRAFT TYPE NUMBER DELIVERED NOTES VALUE(1)
------------- ------------ --------- ----------------- --------------
McDonnell Douglas MD-83............... N9630A May 1997 $ 18,800,927 $28,290,000
McDonnell Douglas MD-83............... N9615W July 1997 17,776,332 28,450,000
McDonnell Douglas MD-83............... N9616G August 1997 17,956,504 28,526,667
McDonnell Douglas MD-83............... N9617R September 1997 18,147,689 28,606,667
McDonnell Douglas MD-83............... N9618A October 1997 18,095,673 28,686,667
McDonnell Douglas MD-83............... N9619V December 1997 18,269,936 28,843,333
McDonnell Douglas MD-83............... N9620D November 1977 18,406,037 28,766,667
McDonnell Douglas MD-83............... N9622A August 1998 18,705,838 30,060,000
McDonnell Douglas MD-83............... N9624T September 1998 18,773,422 30,143,333
McDonnell Douglas MD-83............... N9625W October 1998 18,859,247 30,226,667
McDonnell Douglas MD-83............... N9626F November 1998 18,946,499 30,310,000
McDonnell Douglas MD-83............... N9628W January 1999 19,700,948 30,660,000
McDonnell Douglas MD-83............... N9629H February 1999 19,740,760 30,780,000
McDonnell Douglas MD-83............... N961TW May 1999 19,967,376 31,370,000
McDonnell Douglas MD-83............... N962TW May 1999 19,965,846 31,370,000
McDonnell Douglas MD-83............... N963TW May 1999 20,008,335 31,370,000
McDonnell Douglas MD-83............... N964TW June 1999 20,123,830 31,456,667
McDonnell Douglas MD-83............... N965TW June 1999 20,249,459 31,456,667
McDonnell Douglas MD-83............... N966TW June 1999 20,307,176 31,456,667
McDonnell Douglas MD-83............... N967TW July 1999 20,579,262 31,530,000
McDonnell Douglas MD-83............... N968TW July 1999 20,900,795 31,530,000
McDonnell Douglas MD-83............... N969TW July 1999 21,048,566 31,530,000
McDonnell Douglas MD-83............... N970TW August 1999 21,048,680 31,540,000
McDonnell Douglas MD-83............... N971TW August 1999 21,048,680 31,540,000
McDonnell Douglas MD-83............... N972TW August 1999 21,048,680 31,540,000
McDonnell Douglas MD-83............... N9677W October 1999 20,376,237 31,720,000
McDonnell Douglas MD-83............... N979TW November 1999 21,050,240 31,840,000
McDonnell Douglas MD-83............... N980TW November 1999 21,050,240 31,840,000
McDonnell Douglas MD-83............... N9681B November 1999 20,664,204 31,840,000
McDonnell Douglas MD-83............... N982TW December 1999 21,049,856 31,960,000
McDonnell Douglas MD-83............... N983TW December 1999 21,049,856 31,960,000
McDonnell Douglas MD-83............... N984TW December 1999 21,049,856 31,960,000
Boeing 737-823........................ N937AN June 2000 31,414,793 45,860,000
Boeing 737-823........................ N944AN September 2000 31,701,324 46,280,000
Boeing 737-823........................ N945AN September 2000 31,701,324 46,280,000
Boeing 737-823........................ N946AN September 2000 31,701,324 46,280,000
Boeing 737-823........................ N952AA December 2000 32,221,916 47,040,000
Boeing 737-823........................ N953AN January 2001 32,910,297 48,046,667
Boeing 737-823........................ N954AN January 2001 32,910,297 48,046,667
Boeing 737-823........................ N955AN February 2001 32,994,776 48,170,000
Boeing 737-823........................ N956AN February 2001 32,997,060 48,173,333
Boeing 737-823........................ N957AN March 2001 33,087,166 48,303,333
Boeing 777-223ER...................... N788AN May 2000 90,184,522 131,653,333
Boeing 777-223ER...................... N789AN June 2000 90,344,408 131,886,667
Boeing 777-223ER...................... N790AN June 2000 90,353,492 131,900,000
Boeing 777-223ER...................... N791AN June 2000 90,359,318 131,906,667
----------
10
(1) The appraised base value of each Aircraft set forth above is the lesser of
the average and median appraised base values of such Aircraft as of the
issuance date of the Old Certificates as appraised by three independent
appraisal and consulting firms. Such appraisals are based upon varying
assumptions (which may not reflect current market conditions) and
methodologies. An appraisal is only an estimate of value and should not be
relied upon as a measure of realizable value. Each of the appraisals was
prepared prior to September 11, 2001 and the value of the Aircraft will
likely be negatively affected, at least in the short term, as a consequence
of the events of September 11, 2001 referred to under "Risk Factors -
Special Risk Factor". See "Risk Factors - Risk Factors Relating to the
Certificates and the Exchange Offer - Appraisals and Realizable Value of
Aircraft".
11
LOAN TO AIRCRAFT VALUE RATIOS
The following table sets forth loan to Aircraft value ratios ("LTVs")
for each Class of Certificates as of the issuance date of the Old Certificates
and each May 23 Regular Distribution Date. The table should not be considered a
forecast or prediction of expected or likely LTVs but simply a mathematical
calculation based upon one set of assumptions. See "Risk Factors - Risk Factors
Relating to the Certificates and the Exchange Offer - Appraisals and Realizable
Value of Aircraft".
The following table was compiled on an aggregate basis. However, the
Equipment Notes secured by an Aircraft are not secured by any other Aircraft.
This means that any excess proceeds realized from the sale of an Aircraft or
other exercise of default remedies are not available to cover any shortfalls on
the Equipment Notes relating to any other Aircraft. See "Description of the
Equipment Notes - Loan to Value Ratios of Equipment Notes" and Appendix IV for
LTVs for the Equipment Notes issued in respect of individual Aircraft, which may
be more relevant in a default situation than the aggregate values shown below.
AGGREGATE OUTSTANDING POOL BALANCE(2)
ASSUMED -----------------------------------------------------------------------------------------
AIRCRAFT CLASS A-1 CLASS A-2 CLASS B CLASS C CLASS D
DATE VALUE(1) CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
---- --------------- -------------- ------------- ------------- ------------- -------------
May 24, 2001 $ 1,982,986,667 $ 420,880,000 $ 392,209,000 $ 297,430,000 $ 183,530,000 $ 25,600,000
May 23, 2002 1,927,358,240 362,647,719 392,209,000 279,852,969 167,449,076 17,534,660
May 23, 2003 1,864,719,078 342,234,408 392,209,000 257,426,183 156,168,153 17,534,660
May 23, 2004 1,802,079,915 322,638,050 392,209,000 237,422,049 139,427,098 17,488,879
May 23, 2005 1,739,440,753 300,442,766 392,209,000 213,820,710 119,761,645 17,394,453
May 23, 2006 1,676,801,591 277,538,244 392,209,000 190,939,675 93,604,156 14,852,307
May 23, 2007 1,614,162,428 255,667,200 392,209,000 171,037,791 85,923,232 9,732,307
May 23, 2008 1,551,523,266 235,084,002 392,209,000 155,498,611 69,763,718 0
May 23, 2009 1,488,884,104 208,691,267 392,209,000 139,714,902 62,582,042 0
May 23, 2010 1,426,244,941 181,198,962 392,209,000 135,146,066 62,246,788 0
May 23, 2011 670,782,301 177,652,491 0 63,457,393 28,029,669 0
May 23, 2012 638,842,246 177,180,799 0 59,010,968 24,480,803 0
May 23, 2013 605,442,475 169,079,991 0 52,552,206 18,181,870 0
May 23, 2014 570,072,381 149,918,651 0 44,955,675 12,489,379 0
May 23, 2015 528,840,215 128,717,055 0 36,155,782 6,844,615 0
May 23, 2016 486,253,475 106,163,898 0 26,290,131 0 0
May 23, 2017 443,666,735 82,746,110 0 16,413,880 0 0
May 23, 2018 399,620,279 58,186,202 0 7,293,275 0 0
May 23, 2019 353,603,500 36,721,915 0 0 0 0
May 23, 2020 301,724,649 18,166,930 0 0 0 0
May 23, 2021 0 0 0 0 0
LTV(3)
---------------------------------------------------------------------------------------
CLASS A-1 CLASS A-2 CLASS B CLASS C CLASS D
DATE CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
---- ------------ ------------ ------------ ------------ ------------
May 24, 2001 41.0% 41.0% 56.0% 65.3% 66.5%
May 23, 2002 39.2 39.2 53.7 62.4 60.3
May 23, 2003 39.4 39.4 53.2 61.6 59.1
May 23, 2004 39.7 39.7 52.8 60.6 57.9
May 23, 2005 39.8 39.8 52.1 59.0 56.3
May 23, 2006 39.9 39.9 51.3 56.9 54.2
May 23, 2007 40.1 40.1 50.7 56.1 52.0
May 23, 2008 40.4 40.4 50.5 54.9 NA
May 23, 2009 40.4 40.4 49.7 53.9 NA
May 23, 2010 40.2 40.2 49.7 54.0 NA
May 23, 2011 26.5 NA 35.9 40.1 NA
May 23, 2012 27.7 NA 37.0 40.8 NA
May 23, 2013 27.9 NA 36.6 39.6 NA
May 23, 2014 26.3 NA 34.2 36.4 NA
May 23, 2015 24.3 NA 31.2 32.5 NA
May 23, 2016 21.8 NA 27.2 NA NA
May 23, 2017 18.7 NA 22.6 NA NA
May 23, 2018 14.6 NA 17.9 NA NA
May 23, 2019 10.4 NA NA NA NA
May 23, 2020 6.0 NA NA NA NA
May 23, 2021 NA NA NA NA NA
----------
(1) In calculating the aggregate Assumed Aircraft Value, we have assumed that
the initial appraised base value of each Aircraft, determined as described
under "- Equipment Notes and the Aircraft," declines by approximately 3% of
the initial appraised base value per year for the first 15 years after
delivery by the manufacturer of such Aircraft, by approximately 4% of the
initial appraised base value per year for the following five years and by
approximately 5% of the initial appraised base value per year thereafter.
Other rates or methods of depreciation would result in materially different
LTVs. We cannot assure you that the depreciation rate and method assumed
for purposes of the table are the ones most likely to occur or predict the
actual future value of any Aircraft. See "Risk Factors - Risk Factors
Relating to the Certificates and the Exchange Offer - Appraisals and
Realizable Value of Aircraft".
(2) The "pool balance" for each Class of Certificates indicates, as of any
date, the portion of the original face amount of such Class of Certificates
that has not been distributed to Certificateholders.
(3) We obtained the LTVs for each Class of Certificates for each May 23 Regular
Distribution Date by dividing (i) the expected outstanding pool balance of
such Class together with the expected outstanding pool balance of all other
Classes ranking equal or senior in right to distributions to such Class
after giving effect to the distributions expected to be made on such date,
by (ii) the assumed value of all of the Aircraft on such date based on the
assumptions described above. The aggregate Assumed Aircraft Value does not
include the value of any of the Owned Aircraft on or after May 23, 2011
when all the Equipment Notes secured by these Aircraft are scheduled to be
repaid in full.
12
CASH FLOW STRUCTURE
This diagram illustrates the structure for the offering of the Certificates and
certain cash flows.
[FLOWCHART]
----------
(1) Each Leased Aircraft leased to American is subject to a separate Lease and
related Indenture; each Owned Aircraft owned by American will be subject to
a separate Indenture.
(2) Series D Equipment Notes were issued only with respect to Leased Aircraft.
Therefore, only rental payments on Leased Aircraft are available for
payment of principal, interest and other amounts on the Series D Equipment
Notes.
(3) Separate Liquidity Facilities are available with respect to the Class A-1,
Class A-2, Class B and Class C Certificates for up to three semiannual
interest distributions on the Certificates of such Class. There is no
liquidity facility available with respect to the Class D Certificates.
13
THE CERTIFICATES
Trusts............................................... The Class A-1 Trust, the Class A-2 Trust, the Class B Trust, the
Class C Trust and the Class D Trust each were formed pursuant
to a separate trust supplement to a basic pass through trust
agreement between American and State Street Bank and Trust
Company of Connecticut, National Association, as trustee under
each trust.
Certificates Offered................................. o Class A-1 Certificates
o Class A-2 Certificates
o Class B Certificates
o Class C Certificates
o Class D Certificates
Each Class of Certificates represents fractional undivided
interests in the related Trust.
Use of Proceeds...................................... The proceeds from the sale of the Certificates of each Trust
were used to acquire the Equipment Notes held by such Trust.
The Equipment Notes were issued under 46 separate Indentures.
A portion of the proceeds from issuance of the Equipment Notes
under each Leased Aircraft Indenture was used to repay
indebtedness (held by an affiliate of the initial Owner
Participant) secured by the Leased Aircraft, and the remaining
proceeds were retained by the initial Owner Participant. The
proceeds from issuance of the Equipment Notes under each
Owned Aircraft Indenture were used by American to finance or
refinance the acquisition of the Owned Aircraft.
Subordination Agent, Trustee and
Loan Trustee..................................... State Street Bank and Trust Company of Connecticut, National
Association.
Initial Liquidity Provider for the
Class A-1, Class A-2, Class B and
Class C Certificates............................. Boeing Capital Corporation. There is no liquidity facility
available with respect to the Class D Certificates. We expect
Boeing Capital Corporation to be replaced as Liquidity Provider
prior to consummation of the Exchange Offer.
Trust Property....................................... The property of each Trust includes:
o Equipment Notes acquired by such Trust, which, in the case
of the Series D Trust, are Equipment Notes issued with
respect to Leased Aircraft only.
o All rights of such Trust under the Intercreditor Agreement
described below (including all monies receivable pursuant to
such rights).
14
o All monies receivable under the Liquidity Facility for
such Trust.
o Funds from time to time deposited with the Trustee in
accounts relating to such Trust.
Regular Distribution Dates........................... May 23 and November 23, commencing on November 23, 2001.
Record Dates......................................... The fifteenth day preceding the related Distribution Date.
Distributions........................................ The Trustee will distribute all payments of principal, Make-
Whole Amount (if any) and interest received on the Equipment
Notes held in each Trust to the holders of the Certificates of
such Trust, subject to the subordination provisions applicable to
the Certificates.
Subject to the subordination provisions applicable to the
Certificates, scheduled payments of principal and interest made
on the Equipment Notes will be distributed on the applicable
Regular Distribution Dates. Payments of principal, Make-Whole
Amount (if any) and interest made on the Equipment Notes
resulting from any early redemption or purchase of such Equipment
Notes will be distributed on a Special Distribution Date after
not less than 15 days' notice to Certificateholders.
Intercreditor Agreement.............................. The Trusts, the Liquidity Provider and the Subordination Agent
have entered into the Intercreditor Agreement. The Intercreditor
Agreement states how payments made on the Equipment Notes
and the Liquidity Facilities will be distributed among the Trusts
and the Liquidity Provider. The Intercreditor Agreement also
sets forth agreements among the Trusts and the Liquidity
Provider relating to who will control the exercise of remedies
under the Equipment Notes and the Indentures.
Subordination........................................ Under the Intercreditor Agreement, after the Liquidity Provider
is reimbursed (if necessary) and certain other fees and expenses
are paid, distributions on the Certificates generally will be made
in the following order:
o First, to the holders of the Class A-1 and Class A-2
Certificates.
o Second, to the holders of the Class B Certificates.
o Third, to the holders of the Class C Certificates.
o Fourth, to the holders of the Class D Certificates.
However, if American is in bankruptcy or other specified defaults
have occurred but American is continuing to meet certain of its
payment obligations, the subordination provisions applicable to
the Certificates permit distributions to be made on junior
Certificates prior to making distributions in full on the more
senior Certificates.
15
Control of Loan Trustee.............................. The holders of at least a majority of the outstanding principal
amount of Equipment Notes issued under each Indenture will be
entitled to direct the Loan Trustee under such Indenture in taking
action as long as no Indenture Event of Default is continuing
thereunder. If an Indenture Event of Default is continuing under
such Indenture, subject to certain conditions, the Controlling
Party will direct the Loan Trustee in taking action under such
Indenture (including in exercising remedies, such as accelerating
such Equipment Notes or foreclosing the lien on the Aircraft
securing such Equipment Notes).
The Controlling Party will be:
o The Class A-1 Trustee or Class A-2 Trustee, whichever
represents the Class with the larger Pool Balance of
Certificates outstanding at the time the Indenture Event of
Default occurs.
o Upon payment of Final Distributions to the holders of such
larger Class, the other of the Class A-1 Trustee or Class
A-2 Trustee.
o Upon payment of Final Distributions to the holders of Class
A-1 and Class A-2 Certificates, the Class B Trustee.
o Upon payment of Final Distributions to the holders of Class
B Certificates, the Class C Trustee.
o Upon payment of Final Distributions to the holders of Class
C Certificates, the Class D Trustee.
o Under certain circumstances, and notwithstanding the
foregoing, the Liquidity Provider with the greatest amount
owed to it.
In exercising remedies during the nine months after the earlier
of (a) the acceleration of the Equipment Notes issued pursuant to
any Indenture or (b) the bankruptcy of American, the Controlling
Party may not, without the consent of each Trustee, sell such
Equipment Notes or the Aircraft subject to the lien of such
Indenture for less than certain specified minimums or, in the
case of a Leased Aircraft, modify lease rental payments for such
Aircraft below a specified threshold.
Right to Buy Other Classes of
Certificates..................................... If American is in bankruptcy or certain other specified events
have occurred, Certificateholders will have the right to buy
certain other Classes of Certificates on the following basis:
o If either the Class A-1 or Class A-2 Certificateholders are
then represented by the Controlling Party, the
Certificateholders of such Class that is not so represented
will have the right to purchase all, but not less than all,
of the Certificates of such Class that is so represented.
16
o The Class B Certificateholders will have the right to
purchase all, but not less than all, of the Class A-1 and
Class A-2 Certificates.
o The Class C Certificateholders will have the right to
purchase all, but not less than all, of the Class A-1, Class
A-2 and Class B Certificates.
o The Class D Certificateholders will have the right to
purchase all, but not less than all, of the Class A-1, Class
A-2, Class B and Class C Certificates.
The purchase price in each case described above will be the
outstanding balance of the applicable Class of Certificates plus
accrued and undistributed interest.
Liquidity Facilities................................. Under the Liquidity Facility for the Class A-1, Class A-2, Class
B and Class C Trusts, the Liquidity Provider will, if necessary,
make advances in an aggregate amount sufficient to pay interest
distributions on the applicable Class of Certificates on up to
three successive semiannual Regular Distribution Dates at the
applicable interest rate for such Certificates. The Liquidity
Facilities cannot be used to pay any other amount in respect of
the Certificates.
Notwithstanding the subordination provisions applicable to the
Certificates, the holders of the Certificates issued by each
Trust will be entitled to receive and retain the proceeds of
drawings under the Liquidity Facility for such Trust.
Upon each drawing under any Liquidity Facility to pay interest
distributions on any of the Certificates, the Subordination Agent
will be obligated to reimburse the applicable Liquidity Provider
for the amount of such drawing, together with interest on such
drawing. Such reimbursement obligation and all interest, fees and
other amounts owing to the Liquidity Provider under each
Liquidity Facility will rank senior to all of the Certificates in
right of payment.
There is no liquidity facility available with respect to the
Class D Certificates.
Equipment Notes
(a) Issuer.......................................... Leased Aircraft. Under each Leased Aircraft Indenture, the
related Owner Trustee issued Series A-1, Series A-2, Series B,
Series C and Series D Equipment Notes, which were acquired,
respectively, by the Class A-1, Class A-2, Class B, Class C and
Class D Trusts. The Owner Trustee is not individually liable for
such Equipment Notes. However, American's scheduled rental
obligations under the related Lease will be in amounts sufficient
to pay scheduled payments on such Equipment Notes.
Owned Aircraft. Under each Owned Aircraft Indenture, American
issued Series A-1, Series A-2, Series B and Series C Equipment
Notes, which were acquired, respectively, by the Class A-1, Class
A-2, Class B and Class C Trusts.
17
(b) Interest......................................... The Equipment Notes held in each Trust will accrue interest at
the rate per annum for the Certificates issued by such Trust set
forth on the cover page of this Prospectus. Interest on the
Equipment Notes is payable on May 23 and November 23 of
each year, commencing on November 23, 2001. Interest will be
calculated on the basis of a 360-day year consisting of twelve
30-day months.
(c) Principal........................................ Amortizing Notes. Principal payments on the Series A-1, Series
B, Series C and Series D Equipment Notes are scheduled to be
received in specified amounts on May 23 and November 23 in
certain years, commencing on November 23, 2001.
Bullet Maturity Notes. The entire principal amount of the Series
A-2 Equipment Notes is scheduled to be paid on May 23, 2011.
Maturity Date. The latest final maturity date of the Equipment
Notes of each series secured by Leased Aircraft and Owned
Aircraft are as follows:
LEASED AIRCRAFT OWNED AIRCRAFT
--------------- --------------
Series A-1............ May 23, 2021 November 23, 2010
Series A-2............ May 23, 2011 May 23, 2011
Series B.............. May 23, 2019 May 23, 2011
Series C.............. May 23, 2016 November 23, 2010
Series D.............. May 23, 2008 N/A
(d) Redemption..................................... Aircraft Event of Loss. If an Event of Loss occurs with respect
to an Aircraft, all of the Equipment Notes issued with respect to
such Aircraft will be redeemed, unless, in the case of an Owned
Aircraft, such Aircraft at American's election is replaced by
American under the related Owned Aircraft Indenture. The
redemption price in such case will be the unpaid principal
amount of such Equipment Notes, together with accrued interest,
but without any Make-Whole Amount. See "Description of the
Equipment Notes - Redemption".
Optional Redemption. The issuer of the Equipment Notes with
respect to an Aircraft may elect to redeem at any time all of the
Equipment Notes issued with respect to such Aircraft prior to
maturity. The redemption price in such case will be the unpaid
principal amount of such Equipment Notes, together with accrued
interest, plus a Make-Whole Amount. See "Description of the
Equipment Notes - Redemption".
Purchase by Owner. In the case of a Leased Aircraft, if a Lease
Event of Default is continuing the applicable Owner Participant
may elect to purchase all of the Equipment Notes with respect to
such Aircraft, subject to the terms of the applicable Leased
Aircraft Indenture.
18
The purchase price in such case will be the unpaid principal
amount of such Equipment Notes, together with accrued interest
and all other amounts payable under the Equipment Notes, but
without any Make-Whole Amount (provided that the Make-Whole
Amount will be payable under certain circumstances specified in
the Leased Aircraft Indenture). In the case of an Owned Aircraft,
American will have no comparable right to purchase the Equipment
Notes under such circumstances.
(e) Security......................................... The Equipment Notes issued with respect to each Aircraft are
secured by a security interest in such Aircraft and, in the case of
each Leased Aircraft, in the related Owner Trustee's rights under
the Lease with respect to such Aircraft (with certain limited
exceptions).
The Equipment Notes are not cross-collateralized. This means that
the Equipment Notes secured by an Aircraft or Lease are not
secured by any other Aircraft or Lease. No excess proceeds
from the sale of an Aircraft or other exercise of default
remedies with respect to such Aircraft are available
to cover any shortfalls on the Equipment Notes relating to any
other Aircraft.
By virtue of the Intercreditor Agreement, the Equipment Notes are
effectively cross-subordinated. This means that payments received
on a junior series of Equipment Notes issued in respect of one
Aircraft may be applied in accordance with the priority of
payment provisions set forth in the Intercreditor Agreement to
make distributions in respect of a more senior Class of
Certificates.
There are no cross-default provisions in the Indentures or in the
Leases. This means that if the Equipment Notes issued with
respect to one or more Aircraft are in default and the Equipment
Notes issued with respect to the remaining Aircraft are not in
default, no remedies will be exercisable with respect to the
remaining Aircraft.
(f) Section 1110 Protection.......................... American's General Counsel provided an opinion to the Trustees
that the benefits of Section 1110 of the Bankruptcy Code is
available with respect to each of the Aircraft.
Certain ERISA Considerations......................... Each person who acquires a Certificate will be deemed to have
represented that either:
o no assets of an employee benefit plan or an individual
retirement account or of any trust established under such a
plan or account have been used to purchase such Certificate;
or
o the purchase and holding of such Certificate by such person
are exempt from the prohibited transaction restrictions of
the Employee Retirement Income Security Act of 1974 and the
Internal Revenue Code of 1986 pursuant to one or more
prohibited transaction statutory or administrative
exemptions.
See "Certain ERISA Considerations".
19
Ratings of the Certificates.......................... The Certificates are rated by Moody's and Standard & Poor's as
set forth below:
STANDARD
CERTIFICATES MOODY'S & POOR'S
------------ ------- --------
Class A-1.................. A2 AA-
Class A-2.................. A2 AA-
Class B.................... Baa1 A-
Class C.................... Baa3 BBB-
Class D.................... Ba1 BBB-
The ratings assigned to the Certificates by Moody's are on review
for possible downgrade by Moody's, and the ratings assigned to
the Certificates by Standard & Poor's are on Standard & Poor's
CreditWatch with negative implications. See "Risk Factors -
Special Risk Factor".
A rating is not a recommendation to purchase, hold or sell
Certificates; and such rating does not address market price or
suitability for a particular investor. There can be no assurance
that such ratings will not be lowered or withdrawn by a Rating
Agency. See "Risk Factors - Risk Factors Relating to the
Certificates and the Exchange Offer - Ratings of the
Certificates".
Threshold Rating Requirements for
the Liquidity Provider...........................
STANDARD
CERTIFICATES MOODY'S & POOR'S
------------ ------- --------
Class A-1.................. P-1 A-1+
Class A-2.................. P-1 A-1+
Class B.................... P-1 A-1+
Class C.................... P-1 A-1
There is no liquidity facility available with respect to the
Class D Certificates.
Liquidity Provider Rating............................ The initial Liquidity Provider meets, and its replacement as
Liquidity Provider will meet, the Threshold Rating requirement
for the Class A-1, Class A-2, Class B and Class C Certificates.
20
THE COMPANY
General
American, the principal subsidiary of AMR Corporation, was founded in 1934.
American is one of the largest scheduled passenger airlines in the world.
American provides scheduled jet service to numerous destinations throughout
North America, the Caribbean, Latin America, Europe and the Pacific. American is
also one of the largest scheduled air freight carriers in the world, providing a
full range of freight and mail services to shippers throughout its system. The
postal address for American's principal executive offices is P.O. Box 619616,
Dallas/Fort Worth Airport, Texas 75261-9616 (Telephone: 817-967-1532).
Recent Developments
On November 12, 2001, an American Airbus A300 aircraft was lost en route
from New York's John F. Kennedy International Airport to Santo Domingo,
Dominican Republic. Shortly after take off, the airplane crashed into a
residential area in Queens, New York. American believes there were 251
passengers and nine crew members on board. None survived. The cause of the
accident has not yet been determined.
On September 11, 2001, two of American's aircraft were hijacked and
destroyed in terrorist attacks on The World Trade Center in New York City and
the Pentagon in northern Virginia. On the same day, two United Air Lines
aircraft were also hijacked and used in terrorist attacks. In addition to the
loss of all passengers and crew on board the aircraft, these attacks resulted in
untold deaths and injuries to persons on the ground and massive property damage.
In the immediate aftermath of the attacks, the Federal Aviation Administration
(the "FAA") closed the U.S. airspace (except for military operations) for
several days. See "Risk Factors -- Special Risk Factor".
Subsequent to the attacks and the resulting shutdown of the U.S. airspace,
American announced that it planned to resume flying gradually until it reached
approximately 80% of the schedule it flew prior to September 11, 2001. American
also announced that, as a result of its schedule reduction and a sharp reduction
in passenger traffic, it would reduce jobs by at least 20,000 and American has
begun to do so. Staff is being reduced in management and support staff groups,
and all other groups across American, its wholly-owned subsidiary TWA Airlines
LLC, and American Eagle Airlines, Inc., which is wholly-owned by AMR
Corporation. American also plans to develop other programs to reduce its
operating costs and conserve its financial resources.
American was notified by its insurers that its aircraft liability insurance
coverage for claims caused by acts of war, terrorism, sabotage, hijacking and
other similar perils would be canceled effective September 26, 2001. American's
insurers offered replacement coverage, and American obtained this replacement
coverage prior to the termination of its then-existing coverage. However,
American is charged significantly higher premiums for this replacement coverage,
and this new coverage is in a substantially reduced amount for claims not
involving aircraft passengers.
On September 22, 2001, President Bush signed into law the Air
Transportation Safety and System Stabilization Act (the "Stabilization Act")
which, among other things, provides for (i) $5 billion in compensation for
direct losses incurred by all U.S. airlines and air cargo carriers
(collectively, "air carriers") as a result of the closure by the FAA of U.S.
airspace following the September 11, 2001 terrorist attacks and for incremental
losses incurred by air carriers through December 31, 2001 as a direct result of
such attacks; (ii) subject to certain conditions, the availability of up to $10
billion in federal government guarantees of certain loans made to air carriers
for which credit is not reasonably available as determined by a newly
established Air Transportation Stabilization Board; (iii) the authority of the
Secretary of Transportation to reimburse air carriers (which authority expires
180 days after the enactment of the Stabilization Act) for the increase in the
cost of insurance, with respect to a premium for coverage ending before October
1, 2002, against loss or damage arising out of any risk from the operation of an
aircraft over the premium in effect for a comparable operation during the period
September 4, 2001 to September 10, 2001; (iv) at the discretion of the Secretary
of Transportation, a $100 million limit on the liability of any air carrier to
third parties with respect to acts of terrorism committed on or to such air
carrier during the 180-day period following the enactment of the Stabilization
Act; (v) the extension of the due date for the payment by eligible air carriers
of certain excise taxes; (vi) compensation to individual claimants who were
physically injured or killed as a result of the terrorist attacks of September
11, 2001; and (vii) the Secretary of Transportation to ensure that all
communities that had scheduled air service before September 11, 2001 continue to
receive adequate air service. In addition, the Stabilization Act provides that,
notwithstanding any other provision of law, liability for all claims, whether
for compensatory or punitive damages, arising from the terrorist-related events
of September 11, 2001 against
21
any air carrier shall not be in an amount greater than the limits of the
liability coverage maintained by the air carrier. As of November 14, 2001
American and its TWA Airlines LLC subsidiary have received approximately $437
million of the compensation referred to in clause (i) above and expect to
receive approximately $437 million of additional compensation. American is
considering whether it will seek to obtain government loan guarantees referred
to in clause (ii) above, if available to American.
For additional information concerning the consequences of the events of
September 11, 2001, see American's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001.
22
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA
The following table presents summary historical consolidated financial data
and certain operating data of American. We derived the annual historical
financial data from American's audited consolidated financial statements and the
notes thereto. These audited consolidated financial statements are incorporated
by reference in this Prospectus and it should be read in conjunction with them.
We derived the consolidated financial data for the interim periods ended
September 30, 2001 and 2000 from American's unaudited consolidated financial
statements. These unaudited consolidated financial statements are also
incorporated by reference in this Prospectus and it should be read in
conjunction with them. The data for such interim periods may not be indicative
of results for the year as a whole. On April 9, 2001, American purchased
substantially all of the assets of Trans World Airlines, Inc. ("TWA"). This
acquisition was accounted for under the purchase method of accounting and,
accordingly, the operating results of TWA since the date of the acquisition have
been included in the summary consolidated financial statements for the
nine-month period ended September 30, 2001. However, the operating statistics of
TWA are not included in the Operating Statistics for any period. See "Where You
Can Find More Information".
The financial and operating results of American have been and will likely
continue to be materially affected by the terrorist attacks of September 11,
2001 and subsequent events. See "Risk Factors -- Special Risk Factor".
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31,
---------------------- ---------------------- ---------------------------------
2001 2000 2001 2000 2000 1999 1998
--------- --------- --------- --------- --------- --------- ---------
STATEMENT OF OPERATIONS DATA (IN
MILLIONS):
Revenues:
Passenger - American Airlines .......... $3,440 $ 4,390 $ 11,349 $ 12,355 $ 16,377 $ 14,707 $ 14,695
Passenger - TWA LLC .................... 591 -- 1,262 -- -- -- --
Cargo .................................. 157 182 519 525 714 635 649
Other .................................. 266 261 850 765 1,026 996 965
Operating expenses(1) .................... 4,926 4,316 15,165 12,471 16,873 15,318 14,540
Operating income (loss)(1) ............... (472) 517 (1,185) 1,174 1,244 1,020 1,769
Other income (expense), net .............. (53) (2) (96) 46 38 34 (24)
Earnings (loss) before income taxes(1) ... (525) 515 (1,281) 1,220 1,282 1,054 1,745
Net earnings (loss)(1) ................... (338) 316 $ (827) $ 745 $ 778 $ 627 $ 1,063
OTHER DATA:
Ratio of earnings to fixed charges(2) .... -- 2.81 -- 2.40 2.07 1.95 2.82
OPERATING STATISTICS(3):
Scheduled Service:
Available seat miles (millions)(4) ..... 38,926 41,418 118,920 121,533 161,030 161,211 155,297
Revenue passenger miles (millions)(5) .. 28,158 31,584 84,115 89,055 116,594 112,067 108,955
Passenger load factor (%)(6) ........... 72.3% 76.3% 70.7% 73.3% 72.4% 69.5% 70.2%
Passenger revenue yield per passenger
mile (cents)(7) ..................... 12.22 13.90 13.49 13.87 14.05 13.12 13.49
Passenger revenue per available seat
mile (cents) ........................ 8.84 10.60 9.54 10.17 10.17 9.12 9.46
Operating expenses per available seat mile
(cents)(8) ............................. 11.21 10.42 11.15 10.26 10.48 9.50 9.36
Cargo ton miles (millions)(9) ............ 501 576 1,624 1,693 2,280 2,068 1,974
Cargo revenue yield per ton mile
(cents) ................................ 28.85 31.60 30.22 31.00 31.31 30.70 32.85
AT AT AT
SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
2001 2000 1999
------------------ ------------------ ------------------
BALANCE SHEET DATA (IN MILLIONS):
Cash and short-term investments .................. $ 2,322 $ 1,635 $ 1,717
Total assets ..................................... 30,151 23,161 21,719
Current liabilities .............................. 7,717 6,761 5,310
Long-term debt, less current maturities(10) ...... 4,790 2,601 2,231
Obligations under capital leases, less current
obligations .................................... 1,470 1,163 1,414
Stockholder's equity(11) ......................... 7,084 6,435 7,150
23
----------
(1) Operating expenses, operating income (loss), earnings (loss) before
income taxes and net earnings (loss) for the three months and nine
months ended September 30, 2001 reflect an asset impairment charge of
approximately $325 million and $911 million, respectively, relating to
the write-down of the carrying value of 71 Fokker 100 aircraft and
related rotables to their estimated fair market value. In addition,
such amounts include $780 million in compensation under the
Stabilization Act recognized during the three months ended September
30, 2001 and approximately $206 million in special charges related to
the terrorist attacks of September 11, 2001, primarily related to
aircraft groundings, facility exit costs and employee charges.
(2) In April 2001 the Board of Directors of American approved the guarantee
by American of the existing debt obligations of its parent, AMR
Corporation. As such, as of September 30, 2001, American will
unconditionally guarantee through the life of the related obligations
approximately $695 million of unsecured debt and approximately $700
million of secured debt. The impact of these unconditional guarantees
is not included in the above computation. Earnings were inadequate to
cover fixed charges by $560 million and $1,390 million for the three
months and nine months ended September 30, 2001, respectively.
(3) Operating Statistics do not include any operating statistics of TWA or
of TWA Airlines LLC, the entity holding the assets acquired from TWA,
for any period.
(4) "Available seat miles" represents the number of seats available for
passengers multiplied by the number of scheduled miles the seats are
flown.
(5) "Revenue passenger miles" represents the number of miles flown by
revenue passengers in scheduled service.
(6) "Passenger load factor" is calculated by dividing revenue passenger
miles by available seat miles, and represents the percentage of
aircraft seating capacity utilized.
(7) "Passenger revenue yield per passenger mile" represents the average
revenue received from each mile a passenger is flown in scheduled
service.
(8) Operating expenses per available seat mile have been restated for the
years ended December 31, 2000, 1999 and 1998, and for the three months
and nine months ended September 30, 2000, to include certain airline
related businesses. Operating expenses per available seat mile for the
three months ended and nine months ended September 30, 2001 excludes an
asset impairment charge, compensation under the Stabilization Act and
special charges related to the terrorist attacks of September 11, 2001
recognized in the period then ended.
(9) "Cargo ton miles" represents the tonnage of freight and mail carried
multiplied by the number of miles flown.
(10) American sold additional pass through trust certificates in October
2001. Long-term debt does not include approximately $1,612 million
represented by either equipment notes issued to the pass through trusts
issuing such pass through certificates or by equipment notes to be
issued upon delivery of certain aircraft expected to be delivered by
December 31, 2001 and financed with proceeds of such sale.
(11) In September 2001 the Board of Directors of AMR Corporation approved a
capital contribution of $1.5 billion from AMR Corporation to American.
This capital contribution was recorded as an addition to American's
stockholder's equity.
24
RISK FACTORS
You should carefully consider the following risk factors as well as other
information contained in this Prospectus before tendering your Old Certificates
in the Exchange Offer.
SPECIAL RISK FACTOR
On September 11, 2001, two of American's aircraft were hijacked and
destroyed in terrorist attacks on The World Trade Center in New York City and
the Pentagon in northern Virginia. On the same day, two United Air Lines
aircraft were also hijacked and used in terrorist attacks. In addition to the
loss of all passengers and crew on board the aircraft, these attacks resulted in
untold deaths and injuries to persons on the ground and massive property damage.
In the immediate aftermath of the attacks, the FAA closed the U.S. airspace
(except for military operations) for several days.
On November 12, 2001, an American Airbus A300 aircraft was lost en route
from New York's John F. Kennedy International Airport to Santo Domingo,
Dominican Republic. Shortly after take off, the airplane crashed into a
residential area in Queens, New York. American believes there were 251
passengers and nine crew members on board. None survived. The cause of the
accident has not yet been determined.
Subsequent to the September 11, 2001 terrorist attacks, Standard & Poor's
downgraded the senior unsecured credit rating of American from BBB-- to BB and
Moody's downgraded the senior unsecured credit rating of American from Baa3 to
Ba2. The long-term corporate credit ratings of American remain on Standard &
Poor's CreditWatch with negative implications and Moody's has retained the
credit ratings of American on review for possible downgrade. See "--Risk Factors
Relating to the Certificates and the Exchange Offer -- Ratings of the
Certificates".
Among the effects experienced by American from the September 11, 2001
terrorist attacks have been significant flight disruption costs caused by the
FAA's imposed grounding of the U.S. airline industry's fleet, significantly
increased security and other costs, significantly higher ticket refunds,
significantly reduced load factors and significantly reduced yields. Depending
upon the results of the investigation into the causes of the November 12, 2001
accident and the reaction of potential passengers to such accident and its
causes, the November 12, 2001 accident could lead to further reductions in load
factor and yields. Further terrorist attacks using commercial aircraft in flight
could result in another grounding of American's fleet, and would likely result
in additional reductions in load factor and yields, along with increased ticket
refund, security and other costs. In addition, terrorist attacks not involving
commercial aircraft, or the general increase in hostilities relating to
reprisals against terrorist organizations or otherwise, could result in
decreased load factors and yields for airlines, including American, and
increased costs.
The impact of the events of September 11, 2001 and their aftermath on
American and the sufficiency of its financial resources to absorb that impact
will depend on a number of factors, including the following: (i) the magnitude
and duration of the adverse impact of the terrorist attacks on the economy in
general and the airline industry in particular; (ii) American's ability to
reduce its operating costs and conserve its financial resources, taking into
account the increased costs it will incur as a consequence of the attacks,
including those referred to below; (iii) the higher costs associated with new
airline security directives and any other increased regulation of air carriers;
(iv) the significantly higher costs of aircraft insurance coverage for future
claims caused by acts of war, terrorism, sabotage, hijacking and other similar
perils, and the extent to which such insurance will continue to be available;
(v) American's ability to raise additional financing; (vi) the price and
availability of jet fuel, and the availability to American of fuel hedges in
light of current industry conditions; (vii) the number of crew members who may
be called for duty in the reserve forces of the armed services and the resulting
impact on American's ability to operate as planned; (viii) any resulting
declines in the values of the aircraft in American's fleet (see "-- Risk Factors
Relating to the Certificates and the Exchange Offer -- Appraisals and Realizable
Value of Aircraft") and any aircraft or other asset impairment charge, including
routes, slots, gates and other intangibles; (ix) the extent of the benefits
received by American under the Stabilization Act, taking into account any
challenges to and interpretations or amendments of the Stabilization Act and (x)
American's ability to retain its management and other employees in light of
current industry conditions and their impact on compensation and morale. For a
description of the Stabilization Act, see "Summary -- The Company".
At this point, due in part to the lack of predictability of future traffic,
business mix and yields, American is unable to fully estimate the impact on it
of the events of September 11, 2001 and their consequences, and the sufficiency
of its
25
financial resources to absorb that impact, after taking into account the
mitigating effects of the Stabilization Act and American's actions to reduce its
costs. However, given the magnitude of these unprecedented events and the
possible subsequent effects, American expects that the adverse impact to its
financial condition, its operations and its prospects will be material and could
be highly material.
RISK FACTORS RELATING TO THE CERTIFICATES AND THE EXCHANGE OFFER
CONSEQUENCES OF FAILURE TO EXCHANGE.
If you fail to deliver the proper documentation to the Exchange Agent in a
timely fashion, your tender of Old Certificates will be rejected. The New
Certificates will be issued in exchange for the Old Certificates only after
timely receipt by the Exchange Agent of the Old Certificates, a properly
completed and executed Letter of Transmittal, or an Agent's Message in lieu of
the Letter of Transmittal, and all other required documentation. If you wish to
tender your Old Certificates in exchange for New Certificates, you should allow
sufficient time to ensure timely delivery. None of the Exchange Agent, the
Trustee or American is under any duty to give holders of Old Certificates
notification of defects or irregularities with respect to tenders of Old
Certificates for exchange.
If you do not exchange your Old Certificates for New Certificates pursuant
to the Exchange Offer, or if your tender of Old Certificates is not accepted,
your Old Certificates will continue to be subject to the restrictions on
transfer of such Old Certificates as set forth in the legend thereon. In
general, you may not offer or sell Old Certificates unless they are registered
under the Securities Act, except pursuant to an exemption from, or in a
transaction not subject to, the Securities Act and applicable state securities
laws. We do not currently anticipate that we will register the Old Certificates
under the Securities Act. To the extent that Old Certificates are tendered and
accepted in the Exchange Offer, the trading market for untendered and tendered
but unaccepted Old Certificates could be adversely affected.
APPRAISALS AND REALIZABLE VALUE OF AIRCRAFT
Three independent appraisal and consulting firms prepared appraisals of the
Aircraft in connection with the sale of the Old Certificates in May 2001. The
appraisal letters provided by these firms are annexed to this Prospectus as
Appendix II. We have not undertaken to update the appraisals in connection with
the Exchange Offer. Such appraisals, which are based on the base value of the
Aircraft, rely on varying assumptions and methodologies (which may differ among
the appraisers), and may not reflect current market conditions that could affect
the current market value of the Aircraft. Base value is the theoretical value
for an aircraft that assumes a balanced market, while current market value is
the value for an aircraft in the actual market. The appraisals were prepared
without a physical inspection of the Aircraft. Appraisals that are based on
other assumptions and methodologies may result in valuations that are materially
different from those contained in such appraisals. See "Description of the
Aircraft and the Appraisals - The Appraisals".
An appraisal is only an estimate of value. It does not necessarily indicate
the price at which an aircraft may be purchased from the aircraft manufacturer.
Nor should an appraisal be relied upon as a measure of realizable value. The
proceeds realized upon a sale of any Aircraft may be less than its appraised
value. The value of an Aircraft if remedies are exercised under the applicable
Indenture will depend on various factors, including:
o market and economic conditions;
o the supply of similar aircraft;
o the availability of buyers;
o the condition of the Aircraft; and
o whether the Aircraft are sold separately or as a block.
In addition, each of the appraisals was prepared prior to September 11,
2001 and the value of the Aircraft will likely be negatively affected, at least
in the short term, as a consequence of the events of September 11, 2001 referred
to under "- Special Risk Factor". Accordingly, we cannot assure you that the
proceeds realized upon any such exercise of remedies would be sufficient to
satisfy in full payments due on the Equipment Notes relating to such Aircraft or
the full amount of distributions expected on the Certificates.
26
REPOSSESSION
There are no general geographic restrictions on our ability to operate the
Aircraft. Although we do not currently intend to do so, we are permitted to
register the Aircraft in certain foreign jurisdictions and to sublease the
Leased Aircraft and lease the Owned Aircraft to unrelated parties. It may be
difficult, time-consuming and expensive for the Loan Trustee to exercise its
repossession rights if an Aircraft is located outside the United States, is
registered in a foreign jurisdiction or is subleased or leased to a foreign or
domestic operator. Additional difficulties may exist when a sublessee, in the
case of a Leased Aircraft, or a lessee, in the case of an Owned Aircraft, is the
subject of a bankruptcy, insolvency or similar event.
In addition, certain jurisdictions may allow for certain other liens or
other third party rights to have priority over the related Loan Trustee's
security interest in an Aircraft. As a result, the benefits of the related Loan
Trustee's security interest in an Aircraft may be less than they would be if
such Aircraft were located or registered in the United States.
PRIORITY OF DISTRIBUTIONS; SUBORDINATION
Under the Intercreditor Agreement, the Liquidity Provider will receive
payment of all amounts owed to it (including reimbursement of drawings made to
pay interest on more junior Classes of Certificates) before the holders of any
Class of Certificates receive any funds. In addition, in certain default
situations the Subordination Agent and the Trustees will receive certain
payments before the holders of any Class of Certificates receive distributions.
See "Description of the Intercreditor Agreement - Priority of Distributions".
Certain Classes of Certificates are subordinated to other Classes in rights
to distributions. See "Description of the Certificates - Subordination".
Consequently, a payment default under any Equipment Note or a Triggering Event
may cause the distribution to more senior Classes of Certificates of payments
received on one or more junior series of Equipment Notes. If this should occur,
the interest accruing on the remaining Equipment Notes may be less than the
amount of interest expected to be distributed on the remaining Certificates of
more junior Classes. This is because the interest that Certificates of junior
Classes are expected to receive may accrue at a higher rate than interest on the
remaining Equipment Notes. As a result of this possible interest shortfall, the
holders of one or more junior Classes of Certificates may not receive the full
amount expected after a payment default under any Equipment Note even if all
Equipment Notes are eventually paid in full.
However, if American is in bankruptcy or other specified defaults have
occurred but American is continuing to meet certain of its payment obligations
and the applicable loan to Aircraft value tests are met, the subordination
provisions applicable to the Certificates permit distributions to be made to
junior Certificates prior to making distributions in full on more senior
Certificates. This could include distributions in respect of the principal paid
at maturity of the Series D Equipment Notes held in the Class D Trust.
CONTROL OVER COLLATERAL; SALE OF COLLATERAL
If an Indenture Event of Default is continuing, subject to certain
conditions, the Loan Trustee under the related Indenture will be directed by the
Controlling Party in exercising remedies under such Indenture, including
accelerating the applicable Equipment Notes or foreclosing the lien on the
Aircraft securing such Equipment Notes. See "Description of the Certificates -
Indenture Events of Default and Certain Rights upon an Indenture Event of
Default".
The Controlling Party will be:
o the Class A-1 Trustee or Class A-2 Trustee, whichever represents the Class
with the larger Pool Balance of Certificates outstanding at the time the
Indenture Event of Default occurs;
o upon payment of Final Distributions to the holders of such larger Class,
the other of the Class A-1 Trustee or Class A-2 Trustee;
o upon payment of Final Distributions to the holders of Class A-1 and Class
A-2 Certificates, the Class B Trustee;
27
o upon payment of Final Distributions to the holders of Class B Certificates,
the Class C Trustee;
o upon payment of Final Distributions to the holders of Class C Certificates,
the Class D Trustee; and
o under certain circumstances, and notwithstanding the foregoing, the
Liquidity Provider with the greatest amount owed to it.
During the continuation of any Indenture Event of Default, the Controlling
Party may accelerate the Equipment Notes issued under the related Indenture and
sell such Equipment Notes or the related Aircraft, subject to certain
limitations. See "Description of the Intercreditor Agreement - Intercreditor
Rights - Sale of Equipment Notes or Aircraft". The market for Equipment Notes
during any Indenture Event of Default may be very limited, and we cannot assure
you as to whether they could be sold or the price at which they could be sold.
If the Controlling Party sells any Equipment Notes for less than their
outstanding principal amount, certain Certificateholders will receive a smaller
amount of principal distributions than anticipated and will not have any claim
for the shortfall against American, any Owner Trustee, any Owner Participant or
any Trustee.
In addition, the Equipment Notes are not cross-collateralized. This means
that the Equipment Notes secured by an Aircraft or Lease are not secured by any
other Aircraft or Lease. Accordingly, any proceeds realized from the sale of an
Aircraft or other exercise of default remedies with respect to such Aircraft in
excess of the principal amount of the Equipment Notes related to such Aircraft
will not be available to cover shortfalls, if any, on the Equipment Notes
relating to any other Aircraft. See "Description of the Equipment Notes -
Remedies".
RATINGS OF THE CERTIFICATES
When issued the Class A-1, Class A-2, Class B, Class C and Class D
Certificates were assigned ratings by Moody's of Aa2, Aa2, A1, A3 and Baa 2,
respectively, and by Standard & Poor's of AAA, AAA, AA-, A- and BBB,
respectively. Such ratings were downgraded following the occurrence of the
events of September 11, 2001. Currently, the Class A-1 and A-2 Certificates are
rated A2 by Moody's Investors Service, Inc. ("Moody's") and AA- by Standard &
Poor's Ratings Services, a division of McGraw-Hill Companies, Inc. ("Standard &
Poor's", and together with Moody's, the "Rating Agencies"), the Class B
Certificates are rated Baa1 by Moody's and A- by Standard & Poor's, the Class C
Certificates are rated Baa3 by Moody's and BBB- by Standard & Poor's and the
Class D Certificates are rated Ba1 by Moody's and BBB- by Standard & Poor's. The
ratings assigned to the Certificates by Moody's are on review for possible
downgrade by Moody's, and the ratings assigned to them by Standard & Poor's are
on Standard & Poor's CreditWatch with negative implications. A rating is not a
recommendation to purchase, hold or sell Certificates; and such rating does not
address market price or suitability for a particular investor. A rating may not
remain for any given period of time and may be lowered or withdrawn entirely by
a Rating Agency if in its judgment circumstances in the future (including the
downgrading of American or the Liquidity Provider) so warrant.
The rating of each Class of the Certificates is based primarily on the
default risk of the Equipment Notes held for such Class, the availability of the
Liquidity Facility for the benefit of holders of such Certificates, the
collateral value provided by the Aircraft securing such Equipment Notes and the
subordination provisions applicable to such Certificates. The foregoing ratings
address the likelihood of timely payment of interest when due on the
Certificates and the ultimate payment of principal of the Certificates by the
Final Legal Distribution Date. Such ratings do not address the possibility of
certain defaults, voluntary redemptions or other circumstances (such as a loss
event to an Aircraft) which could result in the payment of the outstanding
principal amount of the Certificates prior to the Final Legal Distribution Date.
See "Description of the Certificates".
The reduction, suspension or withdrawal of the ratings of the Certificates
will not, by itself, constitute an Event of Default.
NO PROTECTION AGAINST HIGHLY LEVERAGED OR EXTRAORDINARY TRANSACTIONS
The Certificates, the Equipment Notes and the underlying agreements will
not contain any financial or other covenants or "event risk" provisions
protecting the Certificateholders in the event of a highly leveraged or other
extraordinary transaction affecting American or its affiliates. See "The
Company".
28
LIMITED ABILITY TO RESELL THE CERTIFICATES
Prior to the Exchange Offer, there has been no public market for the
Certificates. Neither American nor any Trust intends to apply for listing of the
Certificates on any securities exchange or otherwise. The Placement Agents may
assist in resales of the Certificates, but they are not required to do so. A
secondary market for the Certificates may not develop. If a secondary market
does develop, it might not continue or it might not be sufficiently liquid to
allow you to resell any of your Certificates. If an active public market does
not develop, the market price and liquidity of the Certificates may be adversely
affected.
THE EXCHANGE OFFER
The following summary describes certain provisions of the registration
rights agreement, dated as of May 18, 2001 (the "Registration Rights
Agreement"), among American, the Placement Agents and the Trustee. This summary
does not purport to be complete and is qualified in its entirety by reference to
all of the provisions of the Registration Rights Agreement, which has been filed
as an exhibit to the Registration Statement. Copies are available as set forth
under "Where You Can Find More Information".
GENERAL
In connection with the issuance of the Old Certificates, the Placement
Agents became entitled to the benefits of the Registration Rights Agreement.
Pursuant to the Registration Rights Agreement, we have agreed to use our
reasonable best efforts to, within 270 calendar days after May 24, 2001, which
is the date the Old Certificates were issued (the "Issuance Date"): (i) file the
Registration Statement, of which this Prospectus is a part, with the Commission
for a registered exchange offer (the "Exchange Offer") with respect to an issue
of New Certificates identical in all material respects to the Old Certificates
(except that the New Certificates would not contain terms with respect to
transfer restrictions or interest rate increases); (ii) cause the Registration
Statement to become effective; (iii) have the Registration Statement remain
effective until the closing of the Exchange Offer; and (iv) have the Exchange
Offer consummated. However, if any changes in law or the applicable
interpretations of the staff of the Commission do not permit us to effect the
Exchange Offer, or if the Registration Statement is not declared effective
within 270 calendar days after the Issuance Date under certain circumstances, or
at the request of a holder not eligible to participate in the Exchange Offer or
under certain other circumstances described in the Registration Rights
Agreement, we have agreed to use our reasonable best efforts to (a) file with
the Commission a shelf registration statement (the "Shelf Registration
Statement") covering resales of the Old Certificates; (b) cause the Shelf
Registration Statement to be declared effective under the Securities Act by the
270th calendar day after the Issuance Date; and (c) keep effective the Shelf
Registration Statement for a period of two years after its effective date (or
for such shorter period as shall end when all of the Old Certificates covered by
the Shelf Registration Statement have been sold pursuant thereto or may be
freely sold pursuant to Rule 144 under the Securities Act).
If neither the consummation of the Exchange Offer nor the declaration by
the Commission of the Shelf Registration Statement to be effective (each, a
"Registration Event") occurs on or prior to the 270th calendar day following the
Issuance Date, the interest rate per annum borne by the Equipment Notes and
passed through to holders of Old Certificates shall be increased by 0.50%
effective from and including February 18, 2002, to but excluding the date on
which a Registration Event occurs. If the Shelf Registration Statement ceases to
be effective at any time during the period we are required to keep such Shelf
Registration Statement effective for more than 60 days, whether or not
consecutive, during any 12-month period, the interest rate per annum borne by
the Equipment Notes shall be increased by 0.50% from the 61st day such Shelf
Registration Statement ceases to be effective during the applicable period until
such time as the Shelf Registration Statement again becomes effective.
If the Exchange Offer is consummated, we will not be required to file the
Shelf Registration Statement other than for those Old Certificates held by the
Placement Agents if they are not eligible to participate in the Exchange Offer,
and the interest rate on the Equipment Notes will not be increased.
Upon the terms and subject to the conditions set forth in this Prospectus
and in the accompanying Letter of Transmittal, we will accept for exchange all
Old Certificates validly tendered prior to 5:00 p.m., New York City time, on the
Expiration Date. New Certificates of the same class will be issued in exchange
for an equal principal amount of outstanding Old Certificates accepted in the
Exchange Offer. Old Certificates may be tendered only in integral multiples
29
of $1,000. The Exchange Agent will act as agent for the tendering holders of Old
Certificates for the purpose of receiving New Certificates from the Trustee and
delivering New Certificates to such tendering holders. Old Certificates shall be
deemed to have been accepted as validly tendered when, as and if we have given
oral or written notice thereof to the Exchange Agent.
The Exchange Offer is not conditioned upon any minimum principal amount of
Old Certificates being tendered for exchange. However, the obligation to accept
Old Certificates for exchange pursuant to the Exchange Offer is subject to
certain conditions as set forth herein under "- Conditions".
Based on interpretations by the staff of the Commission set forth in
no-action letters issued to third parties, we believe that the New Certificates
issued pursuant to the Exchange Offer in exchange for Old Certificates may be
offered for resale, resold or otherwise transferred by a holder thereof (other
than (i) a broker-dealer who purchased such Old Certificates directly from the
Trustee for its own account or (ii) a person that is an "affiliate", as defined
in Rule 405 under the Securities Act, of ours or of any Trustee) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that the holder is acquiring such New Certificates in
its ordinary course of business and such holder has no arrangements or
understanding with any person to participate in the distribution of the New
Certificates. Holders of Old Certificates wishing to accept the Exchange Offer
must represent to us that such conditions have been met. We have not sought, and
do not intend to seek, a no-action letter from the Commission with respect to
the effects of the Exchange Offer, and there can be no assurance that the staff
of the Commission would make a similar determination with respect to the New
Certificates as it has in such no-action letters.
Each broker-dealer that receives New Certificates for its own account as a
result of market-making or other trading activities must acknowledge that it
will deliver a prospectus in connection with any resale of such New
Certificates. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, such broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act. This Prospectus,
as it may be amended or supplemented from time to time, may be used by such a
broker-dealer in connection with resales of New Certificates received in
exchange for Old Certificates. We have agreed that, for a period of 90 days
after the Expiration Date, we will make this Prospectus and any amendment or
supplement to this Prospectus available to any such broker-dealer for use in
connection with such resales. See "Plan of Distribution". If a broker-dealer
would receive New Certificates for its own account in exchange for Old
Certificates, where such Old Certificates were not acquired as a result of
market-making or other trading activities, such broker-dealer will not be able
to participate in the Exchange Offer.
Upon consummation of the Exchange Offer, subject to certain exceptions,
holders of Old Certificates who do not exchange their Old Certificates for New
Certificates in the Exchange Offer will no longer be entitled to registration
rights and will not be able to offer or sell their Old Certificates, unless such
Old Certificates are subsequently registered under the Securities Act which,
subject to limited exceptions, we will have no obligation to do, except pursuant
to an exemption from, or in a transaction not subject to, the Securities Act and
applicable state securities laws. See "Risk Factors - Risk Factors Relating to
the Certificates and the Exchange Offer - Consequences of Failure to Exchange".
This Prospectus, together with the Letter of Transmittal, is being sent to
all registered holders of Certificates as of [ ], 2001. As of the date
of this Prospectus, $1,319,649,000 of Old Certificates are outstanding.
Following distributions of principal payments on the Series A-1, Series B,
Series C and Series D Equipment Notes scheduled for November 23, 2001,
$1,253,516,652.14 of Old Certificates will be outstanding.
If any tendered Old Certificates are not accepted for exchange because of
an invalid tender or the occurrence of certain other events set forth herein,
certificates for any such unaccepted Old Certificates will be returned, without
expenses, to the tendering holder thereof as promptly as practicable after the
Expiration Date.
Holder of Old Certificates who tender in the Exchange Offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the Letter of Transmittal, transfer taxes with respect to the exchange of Old
Certificates pursuant to the Exchange Offer. We will pay all charges and
expenses, other than certain applicable taxes, in connection with the Exchange
Offer. See "- Fees and Expenses".
30
EXPIRATION DATE; EXTENSIONS; AMENDMENTS; TERMINATION
The term "Expiration Date" means [ ], 2001 (30 calendar days
following the commencement of the Exchange Offer), unless we, in our sole
discretion, extend the Exchange Offer, in which case the term "Expiration Date"
shall mean the latest date to which the Exchange Offer is extended.
Notwithstanding any extension of the Exchange Offer, if the Exchange Offer is
not consummated by February 18, 2002, the interest rate borne by the Equipment
Notes and passed through to the Certificateholders is subject to increase. See
"- General."
In order to extend the Expiration Date, we will notify the Exchange Agent
of any extension by oral or written notice and will mail to the record holders
of Old Certificates an announcement thereof, each prior to 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date. Such announcement may state that we are extending the Exchange Offer for a
specified period of time.
We reserve the right:
o to delay acceptance of any Old Certificates, to extend the Exchange Offer
or to terminate the Exchange Offer and not permit acceptance of Old
Certificates not previously accepted if any of the conditions set forth
herein under "- Conditions" shall have occurred and shall not have been
waived by us, by giving oral or written notice of such delay, extension or
termination to the Exchange Agent; and
o to amend the terms of the Exchange Offer in any manner deemed by us to be
advantageous to the holders of the Old Certificates.
Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice thereof to the
Exchange Agent. If the Exchange Offer is amended in a manner determined by us to
constitute a material change, we will promptly disclose such amendment in a
manner reasonably calculated to inform the holders of the Old Certificates of
such amendment.
Without limiting the manner in which we may choose to make a public
announcement of any delay, extension, amendment or termination of the Exchange
Offer, we shall have no obligation to publish, advertise, or otherwise
communicate any such public announcement, other than by making a timely release
to an appropriate news agency.
DISTRIBUTIONS ON THE NEW CERTIFICATES
Interest on the Equipment Notes held by each Trust will be distributed to
holders of the New Certificates. The Equipment Notes held by each Trust will
accrue interest at the applicable rate per annum for such Trust set forth on the
cover page of this Prospectus. Distributions on the New Certificates will be
made from the last date on which distributions were made on the Old Certificates
surrendered in exchange therefor. No additional distributions will be made on
Old Certificates tendered and accepted for exchange.
PROCEDURES FOR TENDERING
To tender in the Exchange Offer, a holder must complete, sign and date the
Letter of Transmittal, or a facsimile thereof, or an Agent's Message in lieu of
the Letter of Transmittal, have the signatures thereon guaranteed if required by
the Letter of Transmittal and mail or otherwise deliver such Letter of
Transmittal or such facsimile and any other required documents to the Exchange
Agent, or have the Agent's Message delivered, prior to 5:00 p.m., New York City
time, on the Expiration Date. In addition, either:
o certificates for such Old Certificates must be received by the Exchange
Agent along with the Letter of Transmittal; or
o a timely confirmation of a book-entry transfer (a "Book-Entry
Confirmation") of such Old Certificates, if such procedure is available,
into the Exchange Agent's account at DTC pursuant to the procedure for
book-entry transfer described under "- Book-Entry Transfer" below, must be
received by the Exchange Agent prior to the Expiration Date; or
31
o the holder must comply with the guaranteed delivery procedures described
below.
The method of delivery of Old Certificates, Letters of Transmittal and all
other required documents is at the election and risk of the holders. If such
delivery is by mail, it is recommended that registered mail, properly insured,
with return receipt requested, be used. In all cases, sufficient time should be
allowed to assure timely delivery. No Letters of Transmittal or Old Certificates
should be sent to American. Delivery of all documents must be made to the
Exchange Agent at its address set forth below. Holders may also request their
respective brokers, dealers, commercial banks, trust companies or nominees to
effect such tender for such holders.
The tender by a holder of Old Certificates will constitute an agreement
between such holder and the Company in accordance with the terms and subject to
the conditions set forth in this Prospectus and in the Letter of Transmittal.
Only a holder of Old Certificates may tender such Old Certificates in the
Exchange Offer. The term "holder" with respect to the Exchange Offer means any
person in whose name Old Certificates are registered on the Trustee's books or
any other person who has obtained a properly completed bond power from the
registered holder, or any person whose Old Certificates are held of record by
DTC who desires to deliver Old Certificates by book-entry transfer at DTC.
Any beneficial holder whose Old Certificates are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder promptly and instruct such
registered holder to tender on its behalf. If such beneficial holder wishes to
tender on its own behalf, such beneficial holder must, prior to completing and
executing the Letter of Transmittal and delivering its Old Certificates, either
make appropriate arrangements to register ownership of the Old Certificates in
such holder's name or obtain a properly completed bond power from the registered
holder. The transfer of registered ownership may take considerable time.
Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act (each, an "Eligible Institution") unless the Old
Certificates tendered pursuant thereto are tendered (a) by a registered holder
who has not completed the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" on the Letter of Transmittal or (b) for the
account of an Eligible Institution. If the Letter of Transmittal is signed by a
person other than the registered holder or holders of any Old Certificates
listed therein, such Old Certificates must be endorsed or accompanied by bond
powers and a proxy that authorizes such person to tender the Old Certificates on
behalf of the registered holder or holders, in either case as the name of the
registered holder or holders appears on the Old Certificates.
If the Letter of Transmittal or any Old Certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and unless waived by us,
submit with the Letter of Transmittal evidence satisfactory to us of their
authority to so act.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of the tendered Old Certificates will be
determined by us in our sole discretion, which determination will be final and
binding. We reserve the absolute right to reject any and all Old Certificates
not properly tendered or any Old Certificates our acceptance of which would, in
the opinion of our counsel, be unlawful. We also reserve the absolute right to
waive any irregularities or conditions of tender as to particular Old
Certificates. Our interpretation of the terms and conditions of the Exchange
Offer, including the instructions in the Letter of Transmittal, will be final
and binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Certificates must be cured within such time as we
shall determine. Neither we, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Old Certificates nor shall any of us incur any liability for failure
to give such notification. Tenders of Old Certificates will not be deemed to
have been made until such irregularities have been cured or waived. Any Old
Certificates received by the Exchange Agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will be
returned without cost by the Exchange Agent to the tendering holder of such Old
Certificates (or, in the case of Old Certificates tendered by the book-entry
transfer procedures described below, such Old Certificates will be credited to
an account maintained with DTC), unless otherwise provided in the Letter of
Transmittal, as soon as practicable following the Expiration Date.
32
In addition, we reserve the right in our sole discretion, subject to the
provisions of the Indenture, to (a) purchase or make offers for any Old
Certificates that remain outstanding subsequent to the Expiration Date or, as
set forth under "- Conditions," to terminate the Exchange Offer in accordance
with the terms of the Registration Rights Agreement and (b) to the extent
permitted by applicable law, purchase Old Certificates in the open market, in
privately negotiated transactions or otherwise. The terms of any such purchases
or offers could differ from the terms of the Exchange Offer.
By tendering, each holder of Old Certificates will represent to us that,
among other things, the New Certificates acquired pursuant to the Exchange Offer
are being obtained in the ordinary course of such holder's business, such holder
has no arrangements or understanding with any person to participate in the
distribution of the New Certificates and such holder is not an "affiliate", as
defined under Rule 405 of the Securities Act, of ours or of a Trustee, or if
such holder is an affiliate, that such holder will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable. If the holder is not a broker-dealer, such holder will be required
to represent that it is not engaged in, and does not intend to engage in, a
distribution of New Certificates. If such holder is a broker-dealer that will
receive New Certificates for its own account in exchange for Old Certificates
that were acquired as a result of market-making or other trading activities, it
will be required to acknowledge that it will deliver a prospectus in connection
with any resale of such New Certificates.
ACCEPTANCE OF OLD CERTIFICATES FOR EXCHANGE; DELIVERY OF NEW CERTIFICATES
Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
all Old Certificates properly tendered will be accepted promptly after the
Expiration Date, and New Certificates of the same class will be issued promptly
after acceptance of the Old Certificates. See "- Conditions" below. For purposes
of the Exchange Offer, Old Certificates shall be deemed to have been accepted
for exchange when, as and if we have given oral or written notice thereof to the
Exchange Agent.
In all cases, issuance of New Certificates for Old Certificates that are
accepted for exchange pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of (i) certificates for such Old
Certificates or a timely Book-Entry Confirmation of such Old Certificates into
the Exchange Agent's account at DTC, (ii) a properly completed and duly
executed Letter of Transmittal, or an Agent's Message in lieu of the Letter of
Transmittal, and (iii) all other required documents. If any tendered Old
Certificates are not accepted for any reason set forth in the terms and
conditions of the Exchange Offer or if Old Certificates are submitted for a
greater principal amount than the holder desires to exchange, such unaccepted or
nonexchanged Old Certificates will be returned without expense to the tendering
holder thereof (or, in the case of Old Certificates tendered by the book-entry
transfer procedures described below, such unaccepted or nonexchanged Old
Certificates will be credited to an account maintained with DTC) as promptly as
practicable after the expiration or termination of the Exchange Offer.
BOOK-ENTRY TRANSFER
The Exchange Agent will make a request to establish an account with respect
to the Old Certificates at DTC for purposes of the Exchange Offer. The Exchange
Agent and DTC have confirmed that any financial institution that is a DTC
Participant may use DTC's Automated Tender Offer Program ("ATOP") procedures to
tender Old Certificates in the Exchange Offer. Any financial institution that is
a participant in DTC's book-entry transfer system may make book-entry delivery
of Old Certificates by causing DTC to transfer such Old Certificates into the
Exchange Agent's account at DTC in accordance with DTC's ATOP procedures for
transfer. However, although delivery of Old Certificates may be effected through
book-entry transfer into the Exchange Agent's account at DTC, the Letter of
Transmittal (or facsimile thereof) with any required signature guarantees, or an
Agent's Message in lieu of the Letter of Transmittal, and any other required
documents, must, in any case, be transmitted to and received by the Exchange
Agent at the address set forth below under "- Exchange Agent" on or prior to
5:00 p.m., New York City time, on the Expiration Date. The term "Agent's
Message" means a message, transmitted by DTC and received by the Exchange Agent
and forming part of a Book-Entry Confirmation, that states that DTC has received
an express acknowledgment from a DTC Participant tendering Old Certificates that
are the subject of such Book-Entry Confirmation that such DTC Participant has
received and agrees to be bound by the terms of the Letter of Transmittal, and
that we may enforce such agreement against such DTC Participant. DELIVERY OF
DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY
TO THE EXCHANGE AGENT.
33
GUARANTEED DELIVERY PROCEDURES
Holders of the Old Certificates who wish to tender their Old Certificates
and (i) whose Old Certificates are not immediately available, or (ii) who cannot
deliver their Old Certificates, the Letter of Transmittal or any other required
documents to the Exchange Agent prior to the Expiration Date, or (iii) who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Certificates if:
o the tender is made through an Eligible Institution;
o prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery),
setting forth the name and address of the holder of Old Certificates and
the amount of Old Certificates tendered, stating that the tender is being
made thereby and guaranteeing that within five business days after the
Expiration Date, the Letter of Transmittal (or facsimile thereof) together
with the certificate(s) representing the Old Certificates to be tendered in
proper form for transfer, or a Book-Entry Confirmation, as the case may be,
and any other documents required by the Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent; and
o Such properly completed and executed Letter of Transmittal (or facsimile
thereof) together with the certificates representing the Old Certificates
to be tendered in proper form for transfer, or a Book-Entry Confirmation,
as the case may be, and all other documents required by the Letter of
Transmittal are received by the Exchange Agent within five business days
after the Expiration Date.
WITHDRAWAL OF TENDERS
Tenders of Old Certificates may be withdrawn at any time prior to 5:00
p.m., New York City time, on the Expiration Date, unless previously accepted for
exchange. For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be received by the Exchange Agent prior to 5:00 p.m.,
New York City time, on the Expiration Date at the address set forth below under
"- Exchange Agent." Any such notice of withdrawal must specify the name of the
person having tendered the Old Certificates to be withdrawn, identify the Old
Certificates to be withdrawn, including the principal amount of such Old
Certificates, and (where certificates for Old Certificates have been
transmitted) specify the name in which such Old Certificates are registered, if
different from that of the withdrawing holder. If certificates for Old
Certificates have been delivered or otherwise identified to the Exchange Agent,
then, prior to the release of such certificates, the withdrawing holder must
also submit the serial numbers of the particular certificates to be withdrawn
and a signed notice of withdrawal with signatures guaranteed by an Eligible
Institution unless such holder is an Eligible Institution. If Old Certificates
have been tendered pursuant to the procedure for book-entry transfer described
above, any notice of withdrawal must specify the name and number of the account
at DTC to be credited with the withdrawn Old Certificates and otherwise comply
with the procedures of DTC. We will determine all questions as to the validity,
form and eligibility (including time of receipt) of such notices. Our
determination shall be final and binding on all parties. Any Old Certificates so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer. Any Old Certificates that have been tendered for
exchange but that are not exchanged for any reason will be returned to the
holder thereof without cost to such holder (or, in the case of Old Certificates
tendered by book-entry transfer into the Exchange Agent's account at DTC
pursuant to the book-entry transfer procedures described above, such Old
Certificates will be credited to an account maintained with DTC for the Old
Certificates) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Old Certificates may be
retendered by following one of the procedures described under "- Procedures for
Tendering" and "- Book-Entry Transfer" above at any time on or prior to the
Expiration Date.
CONDITIONS
Notwithstanding any other term of the Exchange Offer, we will not be
required to accept for exchange, or exchange New Certificates for, any Old
Certificates not previously accepted for exchange, and we may terminate or amend
the Exchange Offer before the acceptance of such Old Certificates, if: (i) any
action or proceeding is instituted or threatened in any court or by or before an
governmental agency with respect to the Exchange Offer that, in our judgement,
might materially impair our ability to proceed with the Exchange Offer or (ii)
any law, statute or regulation is proposed,
34
adopted or enacted, or any existing laws, statute, rule or regulation is
interpreted by the staff of the Commission or a court of competent jurisdiction
in a manner that, in our judgement, might materially impair our ability to
proceed with the Exchange Offer. In addition, we have no obligation to, and will
not knowingly, permit acceptance of tenders of Old Certificates from our
affiliates (within the meaning of Rule 405 under the Securities Act) or from any
other holder or holders who are not eligible to participate in the Exchange
Offer under applicable law or interpretations thereof by the Commission, or if
the New Certificates to be received by such holder or holders of Old
Certificates in the Exchange Offer, upon receipt, will not be tradable by such
holder without restriction under the Securities Act and the Exchange Act and
without material restrictions under the "blue sky" or securities laws of
substantially all of the states of the United States.
EXCHANGE AGENT
State Street Bank and Trust Company of Connecticut, National Association,
has been appointed as Exchange Agent for the Exchange Offer. Questions and
requests for assistance and requests for additional copies of this Prospectus or
of the Letter of Transmittal should be directed to the Exchange Agent addressed
as follows:
State Street Bank and Trust Company of Connecticut, National Association
c/o State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, Massachusetts 02111
Attention: Ralph Jones/Account Services Group
Facsimile Transmission:
(617) 662-1452
Confirm by Telephone:
(617) 662-1548
FEES AND EXPENSES
We will pay the expenses of soliciting tenders pursuant to the Exchange
Offer. The principal solicitation for tenders pursuant to the Exchange Offer is
being made by mail; however, additional solicitations may be made by telegraph,
telephone, telecopy or in person by our officers and regular employees.
We will not make any payments to brokers, dealers or other persons
soliciting acceptances of the Exchange Offer. We will, however, pay the Exchange
Agent reasonable and customary fees for its services and will reimburse the
Exchange Agent for its reasonable out-of-pocket expenses in connection with its
services. We may also pay brokerage houses and other custodians, nominees and
fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding
copies of the Prospectus and related documents to the beneficial owners of the
Old Certificates, and in handling or forwarding tenders for exchange.
We will pay the expenses to be incurred in connection with the Exchange
Offer, including fees and expenses of the Exchange Agent and Trustee and
accounting, legal, printing and related fees and expenses. We will pay all
transfer taxes, if any, applicable to the exchange of Old Certificates pursuant
to the Exchange Offer. If, however, certificates representing New Certificates
or Old Certificates for principal amounts not tendered or accepted for exchange
are to be delivered to, or are to be registered or issued in the name of, any
person other than the registered holder of the Old Certificates tendered, or if
tendered Old Certificates are registered in the name of any person other than
the person signing the Letter of Transmittal, or if a transfer tax is imposed
for any reason other than the exchange of Old Certificates pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted with the Letter of Transmittal, the amount of such transfer
taxes will be billed directly to such tendering holder.
35
THE COMPANY
American, the principal subsidiary of AMR Corporation, was founded in 1934.
American is one of the largest scheduled passenger airlines in the world. At the
end of 2000, American provided scheduled jet service to more than 169
destinations throughout North America, the Caribbean, Latin America, Europe and
the Pacific. American is also one of the largest scheduled air freight carriers
in the world, providing a full range of freight and mail services to shippers
throughout its system. The postal address for American's principal executive
offices is P.O. Box 619616, Dallas/Fort Worth Airport, Texas 75261-9616
(Telephone: 817-967-1532). See "Summary - The Company".
USE OF PROCEEDS
There will be no cash proceeds to American or the Owner Participant as a
result of the issuance of New Certificates pursuant to the Exchange Offer. The
proceeds from the sale of the Certificates of each Trust were used to purchase
the Equipment Notes held by such Trust. The Equipment Notes issued under the
Leased Aircraft Indentures were issued by the related Owner Trustee. A portion
of the proceeds from such issuance was used to repay outstanding indebtedness
(held by an affiliate of the initial Owner Participant) secured by the Leased
Aircraft, and the remaining proceeds were retained by the initial Owner
Participant. The Equipment Notes issued under the Owned Aircraft Indentures were
issued by American. The proceeds from such issuance were used by American to
finance or refinance its acquisition of the Owned Aircraft.
DESCRIPTION OF THE CERTIFICATES
The following summary describes material terms of the Certificates. This
summary does not purport to be complete and is qualified in its entirety by
reference to all of the provisions of the Basic Agreement, the Certificates, the
Trust Supplements, the Liquidity Facilities and the Intercreditor Agreement,
which have been filed as exhibits to the Registration Statement. Copies are
available as set forth under "Where You Can Find More Information".
Except as otherwise indicated, the following summary relates to each of the
Trusts and the Certificates issued by each Trust. The terms and conditions
governing each of the Trusts are substantially the same, except as described
under - Subordination" below and except that the principal amount and scheduled
principal repayments of the Equipment Notes held by each Trust and the interest
rate and maturity date of the Equipment Notes held by each Trust differ. The
references to Sections in parentheses in the following summary are to the
relevant Sections of the Basic Agreement unless otherwise indicated.
GENERAL
We issued Pass Through Certificates on May 24, 2001. Each Pass Through
Certificate represents a fractional undivided interest in one of the five
American Airlines 2001-1 Pass Through Trusts: the "Class A-1 Trust", the "Class
A-2 Trust", the "Class B Trust", the "Class C Trust" and the "Class D Trust",
and, collectively, the "Trusts". The Trusts were formed pursuant to a pass
through trust agreement between American and State Street Bank and Trust Company
of Connecticut, National Association, as trustee (the "Basic Agreement"), and
five separate supplements thereto (each, a "Trust Supplement" and, together with
the Basic Agreement, collectively, the "Pass Through Trust Agreements"). The
trustee under the Class A-1 Trust, the Class A-2 Trust, the Class B Trust, the
Class C Trust and the Class D Trust is referred to herein respectively as the
"Class A-1 Trustee", the "Class A-2 Trustee", the "Class B Trustee", the "Class
C Trustee" and the "Class D Trustee", and collectively as the "Trustees". The
Certificates issued by the Class A-1 Trust, the Class A-2 Trust, the Class B
Trust, the Class C Trust and the Class D Trust are referred to herein
respectively as the "Class A-1 Certificates", the "Class A-2 Certificates", the
"Class B Certificates", the "Class C Certificates" and the "Class D
Certificates". The Class A-1 Trust purchased all the Series A-1 Equipment Notes,
the Class A-2 Trust purchased all the Series A-2 Equipment Notes, the Class B
Trust purchased all the Series B Equipment Notes, the Class C Trust purchased
all the Series C Equipment Notes and the Class D Trust purchased all of the
Series D Equipment Notes. The holders of the Class A-1 Certificates, the Class
A-2 Certificates, the Class B Certificates, the Class C Certificates and the
Class D Certificates are referred to herein respectively as the "Class A-1
Certificateholders", the "Class A-2 Certificateholders", the "Class B
Certificateholders", the "Class C Certificateholders" and the "Class D
Certificateholders", and collectively as the "Certificateholders". The initial
principal balance of the Equipment Notes held by each Trust equals the initial
aggregate face amount of the Certificates issued by such Trust. As of the date
of this Prospectus, $420,880,000 Class A-1 Certificates, $392,209,000 Class A-2
Certificates, $297,430,000 Class B Certificates,
36
$183,530,000 Class C Certificates and $25,600,000 Class D Certificates are
outstanding.
The New Certificates will be issued pursuant to the Pass Through Trust
Agreements. The forms and terms of the New Certificates are the same in all
material respects as the form and terms of the Old Certificates, except that:
o we registered the New Certificates under the Securities Act so their
transfer is not restricted like the Old Certificates;
o the New Certificates will not contain restrictions on transfer or
provisions relating to interest rate increases; and
o the New Certificates will be available only in book-entry form.
Each Certificate represents a fractional undivided interest in the Trust
created by the Basic Agreement and the applicable Trust Supplement pursuant to
which such Certificate is issued. (Section 2.01) The property of each Trust (the
"Trust Property") consists of:
o subject to the Intercreditor Agreement, the Equipment Notes acquired by
such Trust, all monies at any time paid thereon and all monies due and to
become due thereunder;
o the rights of such Trust under the Intercreditor Agreement (including all
rights to receive monies and other property payable thereunder);
o all monies receivable under the Liquidity Facility for such Trust; and
o funds from time to time deposited with the Trustee in accounts relating to
such Trust.
The Certificates represent interests in the respective Trusts only, and all
payments and distributions thereon will be made only from the Trust Property of
the related Trust. (Section 3.09) The Certificates do not represent indebtedness
of the Trusts, and references in this Prospectus to interest accruing on the
Certificates are included for purposes of computation only. The Certificates do
not represent an interest in or obligation of American, the Trustees, the
Subordination Agent, any of the Loan Trustees, Owner Trustees, Owner
Participants or any affiliate of any thereof. Each Certificateholder by its
acceptance of a Certificate agrees to look solely to the income and proceeds
from the Trust Property of the related Trust for payments and distributions on
such Certificate.
New Certificates of each Trust will be issued in fully registered form only
and will be subject to the provisions described below under "- Book-Entry
Registration; Delivery and Form". New Certificates will be issued only in
minimum denominations of $1,000 or integral multiples thereof, except that one
Certificate of each Trust may be issued in a different denomination. (Section
3.01)
DISTRIBUTION OF PAYMENTS ON EQUIPMENT NOTES
The following description of distributions on the Certificates should be
read in conjunction with the description of the Intercreditor Agreement because
the Intercreditor Agreement may alter the following provisions in a default
situation. See "- Subordination" and "Description of the Intercreditor
Agreement".
Payments of principal, Make-Whole Amount (if any) and interest on the
Equipment Notes or with respect to other Trust Property held in each Trust will
be distributed by the Trustee to Certificateholders of such Trust on the date
receipt of such payment is confirmed, except in the case of certain types of
Special Payments.
The Equipment Notes held in each Trust will accrue interest at the
applicable rate per annum for Certificates to be issued by such Trust set forth
on the cover page of this Prospectus, payable on May 23 and November 23 of each
year, commencing on November 23, 2001. Such interest payments will be
distributed to Certificateholders of such Trust on each such date until the
final Distribution Date for such Trust, subject to the Intercreditor Agreement.
Interest will be calculated on the basis of a 360-day year consisting of twelve
30-day months.
Distributions of interest applicable to the Certificates to be issued by
each of the Class A-1, Class A-2, Class B
37
and Class C Trusts will be supported by a separate Liquidity Facility to be
provided by the Liquidity Provider for the benefit of the holders of such
Certificates in an aggregate amount sufficient to distribute interest on the
Pool Balance thereof at the Stated Interest Rate for such Trust on up to three
successive Regular Distribution Dates (without regard to any future
distributions of principal on such Certificates). The Liquidity Facility for any
Class of Certificates does not provide for drawings thereunder to pay for
principal of or Make-Whole Amount on the Certificates of such Class, any
interest with respect to the Certificates of such Class in excess of the Stated
Interest Rate, or, notwithstanding the subordination provisions of the
Intercreditor Agreement, principal of or interest or Make-Whole Amount with
respect to the Certificates of any other Class. Therefore, only the holders of
the Certificates to be issued by a particular Trust will be entitled to receive
and retain the proceeds of drawings under the Liquidity Facility for such Trust.
See "Description of the Liquidity Facilities".
Payments of principal of the Series A-1, Series B, Series C and Series D
Equipment Notes are scheduled to be received by the Trustee in installments on
May 23 and November 23 in certain years, commencing on November 23, 2001. The
entire principal amount of the Series A-2 Equipment Notes is scheduled for
payment on May 23, 2011.
Scheduled payments of interest or principal on the Equipment Notes are
referred to herein as "Scheduled Payments," and May 23 and November 23 of each
year are referred to herein as "Regular Distribution Dates" (each Regular
Distribution Date and Special Distribution Date, a "Distribution Date"). See
"Description of the Equipment Notes--Principal and Interest Payments." The
"Final Legal Distribution Date" for the Class A-1 Certificates is November 23,
2022, for the Class A-2 Certificates is November 23, 2012, for the Class B
Certificates is November 23, 2020, for the Class C Certificates is November 23,
2017 and for the Class D Certificates is May 23, 2008.
Subject to the Intercreditor Agreement, on each Regular Distribution Date
the Trustee of each Trust will distribute to the Certificateholders of such
Trust all Scheduled Payments received in respect of Equipment Notes held on
behalf of such Trust, the receipt of which is confirmed by the Trustee on such
Regular Distribution Date. Each Certificateholder of each Trust will be entitled
to receive, subject to the Intercreditor Agreement, its proportionate share,
based upon its fractional interest in such Trust, of any distribution in respect
of Scheduled Payments of principal or interest on Equipment Notes held on behalf
of such Trust. Each such distribution of Scheduled Payments will be made by the
applicable Trustee to the Certificateholders of record of the relevant Trust on
the record date applicable to such Scheduled Payment (generally, 15 days prior
to each Regular Distribution Date) subject to certain exceptions. (Section
4.02(a)) If a Scheduled Payment is not received by the applicable Trustee on a
Regular Distribution Date but is received within five days thereafter, it will
be distributed on the date received to such holders of record. If it is received
after such five-day period, it will be treated as a Special Payment and
distributed as described below.
Any payment in respect of, or any proceeds of, any Equipment Note, the
Indenture Estate under (and as defined in) any Leased Aircraft Indenture or the
Collateral under (and as defined in) any Owned Aircraft Indenture other than a
Scheduled Payment (each, a "Special Payment") will be distributed on, in the
case of an early redemption or purchase of any Equipment Note, the date of such
early redemption or purchase (which shall be a Business Day), and otherwise on
the Business Day specified for distribution of such Special Payment pursuant to
a notice delivered by each Trustee as soon as practicable after the Trustee has
received funds for such Special Payment (each a "Special Distribution Date").
Any such distribution will be subject to the Intercreditor Agreement.
Each Trustee will mail a notice to the Certificateholders of the applicable
Trust stating the scheduled Special Distribution Date, the related record date,
the amount of the Special Payment and the reason for the Special Payment. In the
case of a redemption or purchase of the Equipment Notes held in the related
Trust, such notice will be mailed not less than 15 days prior to the date such
Special Payment is scheduled to be distributed, and in the case of any other
Special Payment, such notice will be mailed as soon as practicable after the
Trustee has confirmed that it has received funds for such Special Payment.
(Section 4.02(c)) Each distribution of a Special Payment, other than a Final
Distribution, on a Special Distribution Date for any Trust will be made by the
Trustee to the Certificateholders of record of such Trust on the record date
applicable to such Special Payment. (Section 4.02(b)) See "- Indenture Events of
Default and Certain Rights upon an Indenture Event of Default" and "Description
of the Equipment Notes - Redemption".
Each Pass Through Trust Agreement requires that the Trustee establish and
maintain, for the related Trust and for the benefit of the Certificate holders
of such Trust, one or more non-interest bearing accounts (the "Certificate
Account") for the deposit of payments representing Scheduled Payments received
by such Trustee. Each Pass Through Trust Agreement requires that the Trustee
establish and maintain, for the related Trust and for the benefit of the
38
Certificateholders of such Trust, one or more accounts (the "Special Payments
Account") for the deposit of payments representing Special Payments received by
such Trustee, which will be non-interest bearing except in certain circumstances
where the Trustee may invest amounts in such account in certain Permitted
Investments. Pursuant to the terms of each Pass Through Trust Agreement, the
Trustee is required to deposit any Scheduled Payments relating to the applicable
Trust received by it in the Certificate Account of such Trust and to deposit any
Special Payments so received by it in the Special Payments Account of such
Trust. (Section 4.01) All amounts so deposited will be distributed by the
Trustee on a Regular Distribution Date or a Special Distribution Date, as
appropriate. (Section 4.02)
The Final Distribution for each Trust will be made only upon presentation
and surrender of the Certificates for such Trust at the office or agency of the
Trustee specified in the notice given by the Trustee of such Final Distribution.
See "- Termination of the Trusts" below. Distributions in respect of
Certificates issued in global form will be made as described in "- Book-Entry
Registration; Delivery and Form" below.
If any Distribution Date is a Saturday, a Sunday or other day on which
commercial banks are authorized or required to close in New York, New York;
Dallas, Texas; or the city and state in which the Trustee or any Loan Trustee
is located (any other day being a "Business Day"), distributions scheduled to be
made on such Regular Distribution Date or Special Distribution Date may be made
on the next succeeding Business Day without additional interest.
SUBORDINATION
The Certificates are subject to subordination terms set forth in the
Intercreditor Agreement which vary depending upon whether a Triggering Event has
occurred. See "Description of the Intercreditor Agreement - Priority of
Distributions".
POOL FACTORS
The "Pool Balance" of the Certificates issued by any Trust indicates, as of
any date, the original aggregate face amount of the Certificates of such Trust
less the aggregate amount of all distributions made in respect of the
Certificates of such Trust other than distributions made in respect of interest
or Make-Whole Amount or reimbursement of any costs and expenses incurred in
connection therewith. The Pool Balance of the Certificates issued by any Trust
as of any Distribution Date will be computed after giving effect to any payment
of principal on the Equipment Notes or other Trust Property held in such Trust
and the distribution thereof to be made on that date. (Section 1.01)
The "Pool Factor" for each Trust as of any date is the quotient (rounded to
the seventh decimal place) computed by dividing (i) the Pool Balance as of such
date by (ii) the original aggregate face amount of the Certificates of such
Trust. The Pool Factor for each Trust as of any Distribution Date will be
computed after giving effect to any payment of principal on the Equipment Notes
or other Trust Property held in such Trust and the distribution thereof to be
made on that date. (Section 1.01) The Pool Factor for each Trust was 1.0000000
on the date of issuance of the Certificates; thereafter, the Pool Factor for
each Trust declines as described herein to reflect reductions in the Pool
Balance of such Trust. The amount of a Certificateholder's pro rata share of the
Pool Balance of a Trust can be determined by multiplying the original
denomination of the Certificateholder's Certificate of such Trust by the Pool
Factor for such Trust as of the applicable Distribution Date. Notice of the Pool
Factor and the Pool Balance for each Trust will be mailed to Certificateholders
of such Trust on each Distribution Date. (Section 4.03)
39
The following table sets forth the aggregate principal amortization
schedule for the Equipment Notes held in each Trust and resulting Pool Factors
with respect to such Trust. The actual aggregate principal amortization schedule
applicable to a Trust and the resulting Pool Factors with respect to such Trust
may differ from those set forth below because the scheduled distribution of
principal payments for any Trust would be affected if any Equipment Notes held
in such Trust are redeemed or purchased or if a default in payment of the
principal of such Equipment Notes occurred.
CLASS A-1 TRUST CLASS A-2 TRUST CLASS B TRUST
--------------- --------------- -------------
SCHEDULED EXPECTED SCHEDULED EXPECTED SCHEDULED
PRINCIPAL POOL PRINCIPAL POOL PRINCIPAL
DATE PAYMENTS FACTOR PAYMENTS FACTOR PAYMENTS
---- -------- ------ -------- ------ --------
November 23, 2001 $52,197,787.93 0.8759794 $0.00 1.0000000 $4,974,098.16
May 23, 2002 6,034,493.28 0.8616416 0.00 1.0000000 12,602,932.83
November 23, 2002 6,687,261.87 0.8457528 0.00 1.0000000 10,057,434.29
May 23, 2003 13,726,049.41 0.8131401 0.00 1.0000000 12,369,352.14
November 23, 2003 3,678,658.94 0.8043997 0.00 1.0000000 9,187,622.90
May 23, 2004 15,917,698.22 0.7665797 0.00 1.0000000 10,816,510.95
November 23, 2004 3,832,154.47 0.7574746 0.00 1.0000000 10,178,890.44
May 23, 2005 18,363,129.73 0.7138442 0.00 1.0000000 13,422,448.09
November 23, 2005 3,985,650.02 0.7043744 0.00 1.0000000 9,824,416.45
May 23, 2006 18,918,871.98 0.6594237 0.00 1.0000000 13,056,618.98
November 23, 2006 4,139,145.55 0.6495892 0.00 1.0000000 9,142,634.84
May 23, 2007 17,731,898.34 0.6074587 0.00 1.0000000 10,759,248.70
November 23, 2007 4,292,641.10 0.5972595 0.00 1.0000000 7,483,794.40
May 23, 2008 16,290,556.77 0.5585535 0.00 1.0000000 8,055,385.48
November 23, 2008 4,452,632.50 0.5479742 0.00 1.0000000 4,288,185.07
May 23, 2009 21,940,102.95 0.4958451 0.00 1.0000000 11,495,524.46
November 23, 2009 4,578,538.53 0.4849666 0.00 1.0000000 0.00
May 23, 2010 22,913,766.58 0.4305240 0.00 1.0000000 4,568,835.33
November 23, 2010 3,546,470.94 0.4220977 0.00 1.0000000 5,061,742.55
May 23, 2011 0.00 0.4220977 392,209,000.00 0.0000000 66,626,930.76
November 23, 2011 0.00 0.4220977 0.00 0.0000000 0.00
May 23, 2012 471,691.46 0.4209770 0.00 0.0000000 4,446,425.26
November 23, 2012 921,514.52 0.4187875 0.00 0.0000000 1,484,663.31
May 23, 2013 7,179,293.55 0.4017297 0.00 0.0000000 4,974,098.16
November 23, 2013 1,993,687.45 0.3969927 0.00 0.0000000 2,622,433.04
May 23, 2014 17,167,653.41 0.3562028 0.00 0.0000000 4,974,098.16
November 23, 2014 389,107.41 0.3552783 0.00 0.0000000 3,825,794.78
May 23, 2015 20,812,487.82 0.3058284 0.00 0.0000000 4,974,098.16
November 23, 2015 9,351.13 0.3058062 0.00 0.0000000 4,891,553.65
May 23, 2016 22,543,806.58 0.2522427 0.00 0.0000000 4,974,098.16
November 23, 2016 8,405.15 0.2522227 0.00 0.0000000 4,974,098.16
May 23, 2017 23,409,382.83 0.1966026 0.00 0.0000000 4,902,152.23
November 23, 2017 6,745.49 0.1965866 0.00 0.0000000 4,715,491.56
May 23, 2018 24,553,162.37 0.1382489 0.00 0.0000000 4,405,113.80
November 23, 2018 8,015.31 0.1382299 0.00 0.0000000 3,884,409.91
May 23, 2019 21,456,270.93 0.0872503 0.00 0.0000000 3,408,864.84
November 23, 2019 177,441.98 0.0868287 0.00 0.0000000 0.00
May 23, 2020 18,377,543.19 0.0431642 0.00 0.0000000 0.00
November 23, 2020 3,133,493.70 0.0357191 0.00 0.0000000 0.00
May 23, 2021 15,033,436.61 0.0000000 0.00 0.0000000 0.00
CLASS B TRUST CLASS C TRUST CLASS D TRUST
------------- ------------- -------------
EXPECTED SCHEDULED EXPECTED SCHEDULED EXPECTED
POOL PRINCIPAL POOL PRINCIPAL POOL
DATE FACTOR PAYMENTS FACTOR PAYMENTS FACTOR
---- ------ -------- ------ -------- ---------
November 23, 2001 0.9832764 $3,840,461.76 0.9790745 $5,119,999.91 0.8000000
May 23, 2002 0.9409036 12,240,461.76 0.9123799 2,945,340.16 0.6849477
November 23, 2002 0.9070892 3,840,461.76 0.8914543 0.00 0.6849477
May 23, 2003 0.8655017 7,440,461.76 0.8509135 0.00 0.6849477
November 23, 2003 0.8346117 4,056,953.01 0.8288084 0.00 0.6849477
May 23, 2004 0.7982451 12,684,102.15 0.7596965 45,780.98 0.6831593
November 23, 2004 0.7640223 15,824,991.48 0.6734709 0.00 0.6831593
May 23, 2005 0.7188942 3,840,461.76 0.6525453 94,425.85 0.6794708
November 23, 2005 0.6858632 3,840,461.76 0.6316198 0.00 0.6794708
May 23, 2006 0.6419651 22,317,027.07 0.5100210 2,542,146.55 0.5801682
November 23, 2006 0.6112263 3,840,461.76 0.4890955 0.00 0.5801682
May 23, 2007 0.5750523 3,840,461.76 0.4681700 5,119,999.90 0.3801682
November 23, 2007 0.5498907 3,840,461.76 0.4472444 4,612,306.76 0.2000000
May 23, 2008 0.5228074 12,319,052.40 0.3801216 5,119,999.89 0.0000000
November 23, 2008 0.5083900 3,840,461.76 0.3591961 0.00 0.0000000
May 23, 2009 0.4697404 3,341,214.16 0.3409908 0.00 0.0000000
November 23, 2009 0.4697404 335,254.55 0.3391641 0.00 0.0000000
May 23, 2010 0.4543794 0.00 0.3391641 0.00 0.0000000
November 23, 2010 0.4373611 34,217,118.44 0.1527253 0.00 0.0000000
May 23, 2011 0.2133524 0.00 0.1527253 0.00 0.0000000
November 23, 2011 0.2133524 0.00 0.1527253 0.00 0.0000000
May 23, 2012 0.1984029 3,548,866.39 0.1333886 0.00 0.0000000
November 23, 2012 0.1934112 2,458,470.64 0.1199931 0.00 0.0000000
May 23, 2013 0.1766876 3,840,461.76 0.0990676 0.00 0.0000000
November 23, 2013 0.1678707 1,889,945.97 0.0887698 0.00 0.0000000
May 23, 2014 0.1511471 3,802,545.53 0.0680509 0.00 0.0000000
November 23, 2014 0.1382842 1,804,301.81 0.0582198 0.00 0.0000000
May 23, 2015 0.1215606 3,840,461.76 0.0372943 0.00 0.0000000
November 23, 2015 0.1051146 3,628,418.93 0.0175241 0.00 0.0000000
May 23, 2016 0.0883910 3,216,196.35 0.0000000 0.00 0.0000000
November 23, 2016 0.0716674 0.00 0.0000000 0.00 0.0000000
May 23, 2017 0.0551857 0.00 0.0000000 0.00 0.0000000
November 23, 2017 0.0393316 0.00 0.0000000 0.00 0.0000000
May 23, 2018 0.0245210 0.00 0.0000000 0.00 0.0000000
November 23, 2018 0.0114611 0.00 0.0000000 0.00 0.0000000
May 23, 2019 0.0000000 0.00 0.0000000 0.00 0.0000000
November 23, 2019 0.0000000 0.00 0.0000000 0.00 0.0000000
May 23, 2020 0.0000000 0.00 0.0000000 0.00 0.0000000
November 23, 2020 0.0000000 0.00 0.0000000 0.00 0.0000000
May 23, 2021 0.0000000 0.00 0.0000000 0.00 0.0000000
The Pool Factor and Pool Balance of each Trust will be recomputed if there
has been an early redemption, purchase or default in the payment of principal or
interest in respect of one or more of the Equipment Notes held in a Trust, as
described in "- Indenture Events of Default and Certain Rights upon an Indenture
Event of Default" and "Description of the Equipment Notes - Redemption." Notice
of the Pool Factors and Pool Balances of each Trust as so recomputed after
giving effect to any Special Payment to Certificateholders resulting from such
an early redemption, purchase or default in respect of one more Equipment Notes
will be mailed to Certificateholders of Certificates of the related Trust with
such Special Payment, as described in "- Reports to Certificateholders".
REPORTS TO CERTIFICATEHOLDERS
On each Distribution Date, the applicable Trustee will include with each
distribution of a Scheduled Payment or Special Payment to Certificateholders of
the related Trust a statement, giving effect to such distribution to be made on
such Distribution Date, setting forth the following information (per $1,000
aggregate principal amount of Certificate as to items (1) and (2) below):
(1) the amount of such distribution allocable to principal and the amount
allocable to Make-Whole Amount, if any;
(2) the amount of such distribution allocable to interest; and
(3) the Pool Balance and the Pool Factor for such Trust. (Section 4.03)
40
As long as the Certificates are registered in the name of Cede, as nominee
for DTC, on the record date prior to each Distribution Date, the applicable
Trustee will request from DTC a securities position listing setting forth the
names of all DTC Participants reflected on DTC's books as holding interests in
the Certificates on such record date. On each Distribution Date, the applicable
Trustee will mail to each such DTC Participant the statement described above and
will make available additional copies as requested by such DTC Participant for
forwarding to Certificate Owners. (Section 4.03(a))
In addition, after the end of each calendar year, the applicable Trustee
will prepare for each Certificateholder of each Trust at any time during the
preceding calendar year a report containing the sum of the amounts determined
pursuant to clauses (1) and (2) above with respect to the Trust for such
calendar year or, if such person was a Certificateholder during only a portion
of such calendar year, for the applicable portion of such calendar year, and
such other items as are readily available to such Trustee and which a
Certificateholder reasonably requests as necessary for the purpose of such
Certificateholder's preparation of its U.S. federal income tax returns. Such
report and such other items will be prepared on the basis of information
supplied to the applicable Trustee by the DTC Participants and will be delivered
by such Trustee to such DTC Participants to be available for forwarding by such
DTC Participants to Certificate Owners. (Section 4.03(b))
At such time, if any, as the Certificates are issued in the form of
definitive certificates, the applicable Trustee will prepare and deliver the
information described above to each Certificateholder of record of each Trust as
the name and period of record ownership of such Certificateholder appears on the
records of the registrar of the Certificates.
INDENTURE EVENTS OF DEFAULT AND CERTAIN RIGHTS UPON AN INDENTURE EVENT OF
DEFAULT
An Indenture Event of Default under an Indenture will, with respect to the
Leased Aircraft Indentures, include a Lease Event of Default under the related
Lease. Because the Equipment Notes issued under an Indenture are held in more
than one Trust, a continuing Indenture Event of Default under such Indenture
would affect the Equipment Notes held by each such Trust. For a description of
the Indenture Events of Default under each Indenture, see "Description of the
Equipment Notes - Indenture Events of Default, Notice and Waiver." There are no
cross-default or cross-acceleration provisions in the Indentures or the Leases.
Consequently, events resulting in an Indenture Event of Default under any
particular Indenture may or may not result in an Indenture Event of Default
under any other Indenture, and events resulting in a Lease Event of Default
under any particular Lease may or may not result in a Lease Event of Default
under any other Lease. If an Indenture Event of Default occurs in fewer than all
of the Indentures related to a Trust, notwithstanding the treatment of Equipment
Notes issued under those Indentures under which an Indenture Event of Default
has occurred, payments of principal and interest on those Equipment Notes issued
pursuant to Indentures with respect to which an Indenture Event of Default has
not occurred will continue to be made as originally scheduled and distributed to
the holders of the Certificates, subject to the Intercreditor Agreement. See
"Description of the Intercreditor Agreement - Priority of Distributions".
With respect to each Leased Aircraft, the related Owner Trustee and Owner
Participant, under the related Leased Aircraft Indenture, have the right under
certain circumstances to cure Indenture Events of Default that result from the
occurrence of a Lease Event of Default under the related Lease. If the Owner
Trustee or the Owner Participant exercises any such cure right and effects the
applicable cure, the Indenture Event of Default will be deemed to have been
cured.
If the same institution acts as Trustee of multiple Trusts, in the absence
of instructions from the Certificateholders of any such Trust, such Trustee
could be faced with a potential conflict of interest upon an Indenture Event of
Default. In such event, each Trustee has indicated that it would resign as
Trustee of some or all such Trusts, and a successor trustee would be appointed
in accordance with the terms of the applicable Pass Through Trust Agreement.
State Street Bank and Trust Company of Connecticut, National Association, will
be the initial Trustee under each Trust.
Upon the occurrence and continuation of an Indenture Event of Default under
any Indenture, the Controlling Party will direct the Loan Trustee under such
Indenture in the exercise of remedies and may accelerate the Equipment Notes
issued under such Indenture and sell all (but not less than all) of such
Equipment Notes or
41
the related Aircraft to any person, subject to certain limitations. See
"Description of the Intercreditor Agreement - Intercreditor Rights - Sale of
Equipment Notes or Aircraft." The proceeds of such sale will be distributed
pursuant to the provisions of the Intercreditor Agreement. Any proceeds so
distributed to any Trustee upon any such sale will be deposited in the
applicable Special Payments Account and will be distributed to the
Certificateholders of the applicable Trust on a Special Distribution Date.
(Sections 4.01 and 4.02) The market for Equipment Notes at the time of the
existence of an Indenture Event of Default may be very limited, and there can be
no assurance whether they could be sold or as to the price at which they could
be sold. If a Loan Trustee sells any such Equipment Notes for less than their
outstanding principal amount, certain Certificateholders will receive a smaller
amount of principal distributions than anticipated and will not have any claim
for the shortfall against American, any Liquidity Provider, any Owner Trustee,
any Owner Participant or any Trustee. Neither such Trustee nor the
Certificateholders of such Trust, furthermore, could take action with respect to
any remaining Equipment Notes held in such Trust as long as no Indenture Events
of Default existed with respect thereto.
Any amount, other than Scheduled Payments received on a Regular
Distribution Date or within five days thereafter, distributed to the Trustee of
any Trust by the Subordination Agent on account of the Equipment Notes or other
Trust Property held in such Trust following an Indenture Event of Default under
any Indenture will be deposited in the Special Payments Account for such Trust
and will be distributed to the Certificateholders of such Trust on a Special
Distribution Date. In addition, if following an Indenture Event of Default under
any Leased Aircraft Indenture, the applicable Owner Participant exercises its
option to purchase the outstanding Equipment Notes issued under such Leased
Aircraft Indenture, the price paid by such Owner Participant for such Equipment
Notes and distributed to such Trust by the Subordination Agent will be deposited
in the Special Payments Account for such Trust and will be distributed to the
Certificateholders of such Trust on a Special Distribution Date. (Sections 4.01
and 4.02)
Any funds representing payments received with respect to any defaulted
Equipment Notes held in a Trust, or the proceeds from the sale of any Equipment
Notes, held by the Trustee in the Special Payments Account for such Trust will,
to the extent practicable, be invested and reinvested by such Trustee in certain
Permitted Investments pending the distribution of such funds on a Special
Distribution Date. (Section 4.04) "Permitted Investments" are defined as
obligations of the United States or agencies or instrumentalities thereof the
payment of which is backed by the full faith and credit of the United States and
which mature in not more than 60 days or such lesser time as is required for the
distribution of any such funds on a Special Distribution Date. (Section 1.01)
Each Pass Through Trust Agreement provides that the Trustee of the related
Trust will, within 90 days after the occurrence of a default (as defined below)
known to it, give to the Certificateholders of such Trust notice, transmitted by
mail, of such default, unless such default shall have been cured or waived;
provided that, (i) in the case of defaults not relating to the payment of money,
the Trustee shall not give such notice until the earlier of the time at which
such default becomes an "event of default" and the expiration of 60 days from
the occurrence of such default and (ii) except in the case of default in a
payment of principal, Make-Whole Amount, if any, or interest on any of the
Equipment Notes held in such Trust, the applicable Trustee will be protected in
withholding such notice if it in good faith determines that the withholding of
such notice is in the interests of such Certificateholders. (Section 7.02) The
term "default" with respect to a Trust, for the purpose of the provision
described in this paragraph only, means an event that is, or after notice or
lapse of time or both would become, an event of default or a Triggering Event
with respect to such Trust. The term "event of default" with respect to a Trust
means an Indenture Event of Default under any Indenture pursuant to which
Equipment Notes held by such Trust were issued.
Subject to certain qualifications set forth in each Pass Through Trust
Agreement and to the Intercreditor Agreement, the Certificateholders of each
Trust holding Certificates evidencing fractional undivided interests aggregating
not less than a majority in interest in such Trust will have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee with respect to such Trust or pursuant to the terms of the
Intercreditor Agreement, or exercising any trust or power conferred on such
Trustee under such Pass Through Trust Agreement or the Intercreditor Agreement,
including any right of such Trustee as Controlling Party under the Intercreditor
Agreement or as holder of the Equipment Notes (the "Note Holder"). (Section
6.04)
Subject to the Intercreditor Agreement, the holders of the Certificates of
a Trust evidencing fractional undivided interests aggregating not less than a
majority in interest of such Trust may on behalf of the holders of
42
all the Certificates of such Trust waive any past "default" or "event of
default" under the related Pass Through Trust Agreement and its consequences or,
if the Trustee of such Trust is the Controlling Party, may direct the Trustee to
instruct the applicable Loan Trustee to waive any past Indenture Event of
Default and its consequences; provided, however, the consent of each holder of a
Certificate of a Trust is required to waive (i) a default in the deposit of any
Scheduled Payment or Special Payment or in the distribution thereof, (ii) a
default in payment of the principal, Make-Whole Amount, if any, or interest with
respect to any of the Equipment Notes held in such Trust and (iii) a default in
respect of any covenant or provision of the related Pass Through Trust Agreement
that cannot be modified or amended without the consent of each Certificateholder
of such Trust affected thereby. (Section 6.05) Each Indenture will provide that,
with certain exceptions, the holders of the majority in aggregate unpaid
principal amount of the Equipment Notes issued thereunder may on behalf of all
such Note Holders waive any past default or Indenture Event of Default
thereunder. Notwithstanding the foregoing provisions of this paragraph, however,
pursuant to the Intercreditor Agreement only the Controlling Party will be
entitled to waive any such past default or Indenture Event of Default.
PURCHASE RIGHTS OF CERTIFICATEHOLDERS
After the occurrence and during the continuation of a Triggering Event,
with ten days' prior written notice to the Trustee and each Certificateholder of
the same Class:
o if either the Class A-1 or Class A-2 Certificateholders are then
represented by the Controlling Party, the Certificateholders of such Class
that is not so represented will have the right to purchase all, but not
less than all, of the Certificates of such Class that is so represented;
o the Class B Certificateholders will have the right to purchase all, but not
less than all, of the Class A-1 and Class A-2 Certificates;
o the Class C Certificateholders will have the right to purchase all, but not
less than all, of the Class A-1, Class A-2 and Class B Certificates;
o the Class D Certificateholders will have the right to purchase all, but not
less than all, of the Class A-1, Class A-2, Class B and Class C
Certificates; and
o if the Class E Certificates are issued as described under "- Possible
Issuance of Series E Equipment Notes", the Class E Certificateholders will
have the right to purchase all, but not less than all, of the Class A-1,
Class A-2, Class B, Class C and Class D Certificates.
In each case the purchase price for a Class of Certificates will be equal
to the Pool Balance of such Class plus accrued and undistributed interest
thereon to the date of purchase, without Make-Whole Amount but including any
other amounts then due and payable to the Certificateholders of such Class. Such
purchase right may be exercised by any Certificateholder of the Class or Classes
entitled to such right. In each case, if prior to the end of the ten-day notice
period, any other Certificateholder of the same Class notifies the purchasing
Certificateholder that the other Certificateholder wants to participate in such
purchase, then such other Certificateholder may join with the purchasing
Certificateholder to purchase the Certificates pro rata based on the interest in
the Trust held by each Certificateholder. (Trust Supplements, Section 4.01)
PTC EVENT OF DEFAULT
A "PTC Event of Default" with respect to any Class of Certificates means
the failure to distribute within ten Business Days after the applicable
Distribution Date either:
o the outstanding Pool Balance of such Class of Certificates on the Final
Legal Distribution Date for such Class; or
o interest scheduled for distribution on such Class of Certificates on any
Distribution Date (unless the Subordination Agent has made an Interest
Drawing, or a withdrawal from the Cash Collateral Account for such Class of
Certificates, in an amount sufficient to pay such interest and has
distributed such amount to the Trustee entitled thereto).
43
Any failure to make expected principal distributions with respect to any
Class of Certificates on any Regular Distribution Date (other than the Final
Legal Distribution Date) will not constitute a PTC Event of Default with respect
to such Certificates.
A PTC Event of Default with respect to the most senior outstanding Class of
Certificates resulting from an Indenture Event of Default under all Indentures
will constitute a Triggering Event. For a discussion of the consequences of the
occurrence of a Triggering Event, see "Description of the Intercreditor
Agreement - Priority of Distributions".
MERGER, CONSOLIDATION AND TRANSFER OF ASSETS
American is prohibited from consolidating with or merging into any other
entity or transferring substantially all of its assets as an entirety to any
other entity unless:
o the surviving successor or transferee entity shall, if and to the extent
required under Section 1110 of the United States Bankruptcy Code (the
"Bankruptcy Code") in order that the Loan Trustee shall continue to be
entitled to any benefits of Section 1110 with respect to an Aircraft, hold
an air carrier operating certificate issued by the Secretary of
Transportation pursuant to Chapter 447 of Title 49 of the United States
Code relating to aviation (the "Transportation Code");
o the surviving successor or transferee entity expressly assumes all of the
obligations of American contained in the operative documents to which
American is a party; and
o American has delivered a certificate and an opinion or opinions of counsel
indicating that such transaction, in effect, complies with such conditions.
In addition, after giving effect to such transaction, no Lease Event of
Default or certain other defaults specified in the Lease with respect to a
Leased Aircraft or Indenture Event of Default with respect to an Owned Aircraft
Indenture shall have occurred and be continuing. (Section 5.02; Leased Aircraft
Participation Agreements, Section 16(e); Owned Aircraft Participation
Agreements, Section 6.02)
MODIFICATION OF THE PASS THROUGH TRUST AGREEMENTS AND CERTAIN OTHER AGREEMENTS
Each Pass Through Trust Agreement contains provisions permitting American
and the Trustee to enter into a supplement to such Pass Through Trust Agreement
or, if applicable, to the Intercreditor Agreement, the Participation Agreements
or any Liquidity Facility, without the consent of the holders of any of the
Certificates of such Trust to, among other things:
o evidence the succession of another corporation or entity to American and
the assumption by such corporation or entity of American's obligations
under such Pass Through Trust Agreement, the Participation Agreements or
any Liquidity Facility;
o add to the covenants of American for the benefit of holders of such
Certificates or surrender any right or power conferred upon American in
such Pass Through Trust Agreement, the Intercreditor Agreement, the
Participation Agreements or any Liquidity Facility;
o cure any ambiguity or correct any mistake or inconsistency contained in
such Pass Through Trust Agreement, the Intercreditor Agreement or any
Liquidity Facility;
o make or modify any other provision with respect to matters or questions
arising under such Pass Through Trust Agreement, the Intercreditor
Agreement or any Liquidity Facility as American may deem necessary or
desirable and that will not materially adversely affect the interests of
the holders of such Certificates;
o comply with any requirement of the Commission, any applicable law, rules or
regulations of any exchange or quotation system on which the Certificates
are listed or of any regulatory body;
44
o modify, eliminate or add to the provisions of such Pass Through Trust
Agreement, the Intercreditor Agreement or any Liquidity Facility to the
extent necessary to continue the qualification of such Pass Through Trust
Agreement (including any supplemental agreement), the Intercreditor
Agreement or any Liquidity Facility under the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act") and add to such Pass Through Trust
Agreement, the Intercreditor Agreement or any Liquidity Facility such other
provisions as may be expressly permitted by the Trust Indenture Act;
o provide for a successor Trustee under such Pass Through Trust Agreement and
add to or change any of the provisions of such Pass Through Trust
Agreement, the Intercreditor Agreement or any Liquidity Facility as
necessary to facilitate the administration of the Trusts under such Pass
Through Trust Agreement by more than one Trustee or, as provided in the
Intercreditor Agreement, to provide for multiple Liquidity Facilities for
such Trust;
o provide certain information to the Trustee as required in such Pass Through
Trust Agreement;
o add to or change the Basic Agreement and any Trust Supplement to facilitate
the issuance of any Certificates in bearer form or to facilitate or provide
for the issuance of any Certificates in global form in addition to or in
place of Certificates in certificated form;
o provide for the delivery of Certificates or any supplement to such Pass
Through Trust Agreement in or by means of any computerized, electronic or
other medium, including computer diskette;
o correct or supplement the description of any property of any Trust; and
o modify, eliminate or add to the provisions of such Pass Through Trust
Agreement to reflect the substitution of a substitute aircraft for any
Aircraft;
provided, however, that no such supplement shall cause any Trust to become an
association taxable as a corporation for U.S. federal income tax purposes.
(Section 9.01)
Each Pass Through Trust Agreement also contains provisions permitting
American and the Trustee, with the consent of the holders of the Certificates of
the related Trust evidencing fractional undivided interests aggregating not less
than a majority in interest of such Trust, to enter into supplemental agreements
adding any provisions to or changing or eliminating any of the provisions of
such Pass Through Trust Agreement, the Intercreditor Agreement or any Liquidity
Facility or modifying the rights of the Certificateholders of such Trust, except
that no such supplemental agreement may, without the consent of the holder of
each Certificate affected thereby:
o 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 in respect of any Certificate of such Trust, or change the
date or place of any payment or change the coin or currency in which such
Certificate is payable, or impair the right of any Certificateholder of
such Trust to institute suit for the enforcement of any such payment when
due;
o permit the disposition of any Equipment Note held in such Trust, except as
provided in such Pass Through Trust Agreement, the Intercreditor Agreement
or any Liquidity Facility;
o alter the priority of distributions specified in the Intercreditor
Agreement in a manner materially adverse to such Certificateholders;
o reduce the percentage of the aggregate fractional undivided interests of
the Trust provided for in such Pass Through Trust Agreement, the consent of
the holders of which is required for any such supplemental agreement or for
any waiver or modification provided for in such Pass Through Trust
Agreement; or
o cause such Trust to become an association taxable as a corporation for U.S.
Federal income tax purposes.
45
If a Trustee, as holder (or beneficial owner through the Subordination
Agent) of any Equipment Note in trust for the benefit of the Certificateholders
of the relevant Trust or as Controlling Party under the Intercreditor Agreement,
receives (directly or indirectly through the Subordination Agent) a request for
a consent to any amendment, modification, waiver or supplement under any
Indenture, any Participation Agreement, any Lease, any Equipment Note or any
other related document, the Trustee will forthwith send a notice of such
proposed amendment, modification, waiver or supplement to each Certificateholder
of the relevant Trust registered on the register of such Trust as of the date of
such notice. The Trustee will request from the Certificateholders a direction as
to:
o whether or not to take or refrain from taking (or direct the Subordination
Agent to take or refrain from taking) any action that a Note Holder or the
Controlling Party has the option to take or direct;
o whether or not to give or execute (or direct the Subordination Agent to
give or execute) any waivers, consents, amendments, modifications or
supplements as a Note Holder or as Controlling Party; and
o how to vote (or direct the Subordination Agent to vote) any Equipment Note
if a vote has been called for with respect thereto.
(Section 10.01; Intercreditor Agreement, Section 8.01(b))
Provided such a request for Certificateholder direction has been made, in
directing any action or casting any vote or giving any consent as the holder of
any Equipment Note (or in directing the Subordination Agent in any of the
foregoing):
o other than as the Controlling Party, the Trustee will vote for or give
consent to any such action with respect to such Equipment Note in the same
proportion as that of (x) the aggregate face amount of all Certificates
actually voted in favor of or for giving consent to such action by such
direction of Certificateholders to (y) the aggregate face amount of all
outstanding Certificates of the relevant Trust; and
o as the Controlling Party, the Trustee will vote as directed in such
Certificateholder direction by the Certificateholders evidencing fractional
undivided interests aggregating not less than a majority in interest in the
relevant Trust.
(Section 10.01)
For purposes of the preceding paragraph, a Certificate is deemed "actually
voted" if the Certificateholder has delivered to the Trustee an instrument
evidencing such Certificateholder's consent to such direction prior to one
Business Day before the Trustee directs such action or casts such vote or gives
such consent. Notwithstanding the foregoing, but subject to certain rights of
the Certificateholders under the relevant Pass Through Trust Agreement and
subject to the Intercreditor Agreement, the Trustee may, in its own discretion
and at its own direction, consent and notify the relevant Loan Trustee of such
consent (or direct the Subordination Agent to consent and notify the relevant
Loan Trustee of such consent) to any amendment, modification, waiver or
supplement under the relevant Indenture, Participation Agreement, Lease,
Equipment Note or any other related document, if an Indenture Event of Default
under any Indenture has occurred and is continuing, or if such amendment,
modification, waiver or supplement will not materially adversely affect the
interests of the Certificateholders. (Section 10.01)
POSSIBLE ISSUANCE OF SERIES E EQUIPMENT NOTES
The Owner Trustee, in the case of the Leased Aircraft, and American, in the
case of the Owned Aircraft, may elect to issue Series E Equipment Notes in
connection with some or all of the Aircraft, which would be funded from sources
other than the original placement of the Old Certificates. The Owner Trustee or
American, as the case may be, may elect to fund the sale of the Series E
Equipment Notes through the sale of Pass Through Certificates (the "Class E
Certificates") issued by a Class E American Airlines 2001-1 Pass Through Trust
(the
46
"Class E Trust"). Neither the Owner Trustee nor American will issue any Series E
Equipment Notes at any time prior to the consummation of the original placement
of the Old Certificates. The ability to issue any Series E Equipment Notes is
contingent upon obtaining written confirmation from each Rating Agency that the
issuance of such Series E Equipment Notes would not result in a withdrawal or
downgrading of the rating of any Class of Certificates. If the Class E
Certificates are issued, the trustee under the Class E Trust (the "Class E
Trustee") will become a party to the Intercreditor Agreement, and the Class E
Certificates would be subordinated in right of distribution to the Class A-1,
Class A-2, Class B, Class C and Class D Certificates. See "Description of the
Intercreditor Agreement." In addition, after the occurrence and during the
continuance of a Triggering Event, the Class E Certificateholders would have
certain rights to purchase the Class A-1, Class A-2, Class B, Class C and Class
D Certificates. See "- Purchase Rights of Certificateholders". If Series E
Equipment Notes are issued to any person or entity other than the Class E Trust,
such Series E Equipment Notes will nevertheless be subject to the provisions of
the Intercreditor Agreement that allow the Controlling Party, during the
continuance of an Indenture Event of Default, to direct the Loan Trustee in
taking action under the applicable Indenture. (Intercreditor Agreement, Section
8.01(c))
TERMINATION OF THE TRUSTS
The obligations of American and the applicable Trustee with respect to a
Trust will terminate upon the distribution to Certificateholders of such Trust
of all amounts required to be distributed to them pursuant to the applicable
Pass Through Trust Agreement and the disposition of all property held in such
Trust. The applicable Trustee will mail to each Certificateholder of record of
such Trust notice of the termination of such Trust, the amount of the proposed
final payment and the proposed date for the distribution of such final payment
for such Trust. The Final Distribution to any Certificateholder of such Trust
will be made only upon surrender of such Certificateholder's Certificates at the
office or agency of the applicable Trustee specified in such notice of
termination. (Section 11.01)
THE TRUSTEES
The Trustee for each Trust initially is State Street Bank and Trust Company
of Connecticut, National Association. The Trustee's address is State Street Bank
and Trust Company of Connecticut, National Association, 225 Asylum Street,
Goodwin Square, Hartford, Connecticut 06103, Attention: Corporate Trust
Division.
With certain exceptions, the Trustee makes no representations as to the
validity or sufficiency of the Basic Agreement, the Trust Supplements, the
Certificates, the Equipment Notes, the Indentures, the Intercreditor Agreement,
the Participation Agreements, the Leases, any Liquidity Facility or other
related documents. (Sections 7.04 and 7.15) The Trustee of any Trust will not be
liable to the Certificateholders of such Trust for any action taken or omitted
to be taken by it in good faith in accordance with the direction of the holders
of a majority in face amount of outstanding Certificates of such Trust. Subject
to certain provisions, the Trustee will be under no obligation to exercise any
of its rights or powers under any Pass Through Trust Agreement at the request of
any holders of Certificates issued thereunder unless there has been offered to
the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by such Trustee in exercising such rights or
powers. (Section 7.03(e)) Each Pass Through Trust Agreement provides that the
applicable Trustee in its individual or any other capacity may acquire and hold
Certificates issued thereunder and, subject to certain conditions, may otherwise
deal with American with the same rights it would have if it were not the
Trustee. (Section 7.05)
BOOK-ENTRY REGISTRATION; DELIVERY AND FORM
Each Class of New Certificates will be represented by one or more fully
registered global certificates. Each global certificate will be deposited with,
or on behalf of, The Depository Trust Company ("DTC") and registered in the name
of Cede & Co. ("Cede"), the nominee of DTC. No person acquiring an interest in
such Certificates ("Certificate Owner") will be entitled to receive a
certificate representing such person's interest in such Certificates, except as
set forth below under "- Definitive Certificates". Unless and until Definitive
Certificates (as defined below) are issued under the limited circumstances
described herein, all references in this Prospectus to actions by
Certificateholders will refer to actions taken by DTC upon instructions from DTC
Participants (as defined below), and all references to distributions, notices,
reports and statements to
47
Certificateholders will refer, as the case may be, to distributions, notices,
reports and statements to DTC or Cede, as the registered holder of such
Certificates, or to DTC Participants for distribution to Certificate Owners in
accordance with DTC procedures.
DTC has advised American that DTC is a limited purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to Section
17A of the Exchange Act. DTC was created to hold securities for its participants
("DTC Participants") and to facilitate the clearance and settlement of
securities transactions between DTC Participants through electronic
book-entries, thereby eliminating the need for physical transfer of
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. Indirect
access to the DTC system also is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a DTC Participant, either directly or indirectly ("Indirect
Participants").
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
Certificates among DTC Participants on whose behalf it acts with respect to the
Certificates. Certificate Owners that are not DTC Participants but that desire
to purchase, sell or otherwise transfer ownership of, or other interests in,
Certificates may do so only through DTC Participants. DTC Participants and
Indirect Participants with which Certificate Owners have accounts with respect
to the Certificates, however, are required to make book-entry transfers on
behalf of their respective customers. In addition, under the Rules, DTC is
required to receive and transmit to the DTC Participants distributions of
principal of, premium, if any, and interest with respect to the Certificates.
Certificate Owners thus will receive all distributions of principal, premium, if
any, and interest from the Trustee through DTC Participants or Indirect
Participants, as the case may be. Under this book-entry system, Certificate
Owners may experience some delay in their receipt of payments because such
payments will be forwarded by the Trustee to Cede, as nominee for DTC, and DTC
in turn will forward the payments to the appropriate DTC Participants in amounts
proportionate to the principal amount of such DTC Participants' respective
holdings of beneficial interests in the Certificates, as shown on the records of
DTC or its nominee. Distributions by DTC Participants to Indirect Participants
or Certificate Owners, as the case may be, will be the responsibility of such
DTC Participants.
Unless and until Definitive Certificates are issued under the limited
circumstances described herein, the only "Certificateholder" under the Basic
Agreement will be Cede, as nominee of DTC. Certificate Owners therefore will not
be recognized by the Trustee as Certificateholders, as such term is used in the
Basic Agreement, and Certificate Owners will be permitted to exercise the rights
of Certificateholders only indirectly through DTC and DTC Participants. DTC has
advised American that it will take any action permitted to be taken by
Certificateholders under the Basic Agreement only at the direction of one or
more DTC Participants to whose accounts with DTC the Certificates are credited.
Additionally, DTC has advised American that in the event any action requires
approval by Certificateholders of a certain percentage of beneficial interest in
each Trust, DTC will take such action only at the direction of and on behalf of
DTC Participants whose holdings include undivided interests that satisfy any
such percentage. DTC may take conflicting actions with respect to other
undivided interests to the extent that such actions are taken on behalf of DTC
Participants whose holdings include such undivided interests. Conveyance of
notices and other communications by DTC to DTC Participants and by DTC
Participants to Indirect Participants and to Certificate Owners will be governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.
Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect Participants, the ability of a Certificate Owner to pledge
Certificates to persons or entities that do not participate in the DTC system,
or to otherwise act with respect to such Certificates, may be limited due to the
lack of a physical certificate for such Certificates.
Neither American nor the Trustee nor any agent of American or the Trustee
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in the
Certificates held by Cede, as nominee for DTC; for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests; or for
the performance by DTC, any DTC Participant or any Indirect Participant of their
respective obligations under the Rules or any other statutory, regulatory,
contractual or customary procedures governing their obligations.
48
The information contained in this Prospectus concerning DTC and its
book-entry system has been obtained from sources American believes to be
reliable, but American has not verified such information and takes no
responsibility for the accuracy thereof.
Same-Day Settlement and Payment
As long as Certificates are registered in the name of DTC or its nominee,
all payments made by American to the Loan Trustee under any Lease or any Owned
Aircraft Indenture will be in immediately available funds. Such payments,
including the final distribution of principal with respect to the Certificates
of any Trust, will be passed through to DTC in immediately available funds.
Any Certificates registered in the name of DTC or its nominee will trade in
DTC's Same-Day Funds Settlement System until maturity, and secondary market
trading activity in the Certificates will therefore be required by DTC to settle
in immediately available funds. No assurance can be given as the effect, if any,
of settlement in same day funds on trading activity in the Certificates.
Definitive Certificates
Certificates will be issued in certificated form ("Definitive
Certificates") to Certificate Owners or their nominees, rather than to DTC or
its nominee, only if (i) American advises the Trustee in writing that DTC is no
longer willing or able to discharge properly its responsibilities as depository
with respect to such Certificates and American or the Trustee is unable to
locate a qualified successor; (ii) American elects to terminate the book-entry
system through DTC; or (iii) after the occurrence of certain events of default
or other events specified in the Pass Through Trust Agreement, Certificate
Owners with fractional undivided interests aggregating not less than a majority
in interest in the related Trust advise the Trustee, American and DTC through
DTC Participants in writing that the continuation of a book-entry system through
DTC (or a successor thereto) is no longer in the Certificate Owners' best
interests.
Upon the occurrence of any event described in the immediately preceding
paragraph, the Trustee will be required to notify all Certificate Owners through
DTC of the availability of Definitive Certificates. Upon surrender by DTC of the
global certificates representing the Certificates and receipt of instructions
for reregistration, the Trustee will reissue the Certificates as Definitive
Certificates to Certificate Owners.
Distributions of principal, Make-Whole Amount (if any) and interest with
respect to Certificates will thereafter be made by the Trustee directly in
accordance with the procedures set forth in the Pass Through Trust Agreement, to
holders in whose names the Definitive Certificates were registered at the close
of business on the applicable Record Date. Such distributions will be made by
check mailed to the address of such holder as it appears on the register
maintained by the Trustee. The final payment on any Certificate, however, will
be made only upon presentation and surrender of such Certificate at the office
or agency specified in the notice of final distribution to Certificate Owners.
DESCRIPTION OF THE LIQUIDITY FACILITIES
The following summary describes material terms of the Liquidity Facilities
and certain provisions of the Intercreditor Agreement, relating to the Liquidity
Facilities. This summary does not purport to be complete and is qualified in its
entirety by reference to all of the provisions of the Liquidity Facilities and
the Intercreditor Agreement, which have been filed as exhibits to the
Registration Statement. Copies are available as set forth under "Where You Can
Find More Information". The provisions of the Liquidity Facilities are
substantially identical except as otherwise indicated.
GENERAL
There is no liquidity facility available with respect to the Class D
Certificates. The liquidity provider for each of the Class A-1, Class A-2, Class
B and Class C Trusts (the "Liquidity Provider") has entered into a separate
revolving credit agreement (each, a "Liquidity Facility") with the Subordination
Agent with respect to such Trust. Under each Liquidity Facility, the Liquidity
Provider will, if necessary, make one or more advances
49
("Interest Drawings") to the Subordination Agent in an aggregate amount (the
"Required Amount") sufficient to pay interest on the Pool Balance of the related
Certificates on up to three consecutive semiannual Regular Distribution Dates at
the respective interest rates shown on the cover page of this Prospectus for
such Certificates (the "Stated Interest Rates"). If interest payment defaults
occur which exceed the amount covered by or available under the Liquidity
Facility for any Trust, the Certificateholders of such Trust will bear their
allocable share of the deficiencies to the extent that there are no other
sources of funds. The initial Liquidity Provider with respect to each Trust may
be replaced by one or more other entities with respect to any of such Trusts
under certain circumstances. Therefore, the Liquidity Provider for the Trusts
may differ.
DRAWINGS
The initial amount available under the Liquidity Facility for each Trust on
the date of issuance of the Old Certificates was as follows:
Available
Trust Amount
----- ------
Class A-1.................................................... $44,047,196
Class A-2.................................................... 40,105,331
Class B...................................................... 32,912,117
Class C...................................................... 20,314,018
Except as otherwise provided below, the Liquidity Facility for each of the
Class A-1, Class A-2, Class B and Class C Trusts will enable the Subordination
Agent to make Interest Drawings thereunder on any Regular Distribution Date in
order to make interest distributions then scheduled for the Certificates of such
Trust at the Stated Interest Rate for such Trust to the extent that the amount,
if any, available to the Subordination Agent on such Regular Distribution Date
is not sufficient to pay such interest. The maximum amount available to be drawn
under a Liquidity Facility with respect to any Trust on any Regular Distribution
Date to fund any shortfall of interest on Certificates of such Trust will not
exceed the then Maximum Available Commitment under such Liquidity Facility. The
"Maximum Available Commitment" at any time under each Liquidity Facility is an
amount equal to the then Required Amount of such Liquidity Facility less the
aggregate amount of each Interest Drawing then outstanding under such Liquidity
Facility at such time, provided that following a Downgrade Drawing, a Final
Drawing or a Non-Extension Drawing under a Liquidity Facility, the Maximum
Available Commitment under such Liquidity Facility shall be zero.
The Liquidity Facility for any Class of Certificates does not provide for
drawings thereunder to pay for principal of or Make-Whole Amount on the
Certificates of such Class or any interest with respect to the Certificates of
such Class in excess of the Stated Interest Rate for such Class or for more than
three semiannual installments of interest or to pay principal of or interest or
Make-Whole Amount with respect to the Certificates of any other Class.
(Liquidity Facilities, Section 2.02; Intercreditor Agreement, Section 3.06)
Each payment by the Liquidity Provider will reduce by the same amount the
Maximum Available Commitment under the related Liquidity Facility, subject to
reinstatement as hereinafter described. With respect to any Interest Drawings,
upon reimbursement of the Liquidity Provider in full or in part for the amount
of such Interest Drawings plus accrued interest thereon, the Maximum Available
Commitment under such Liquidity Facility will be reinstated by the amount
reimbursed but not to exceed the then Required Amount of such Liquidity
Facility; provided, however, such Liquidity Facility will not be so reinstated
at any time if (i) a Liquidity Event of Default has occurred and is continuing
and (ii) less than 65% of the then aggregate outstanding principal amount of all
Equipment Notes are Performing Equipment Notes. With respect to any other
drawings under such Liquidity Facility, amounts available to be drawn thereunder
are not subject to reinstatement. (Liquidity Facilities, Section 2.02(a);
Intercreditor Agreement, Section 3.06(g)) Following each reduction of the Pool
Balance for the applicable Trust, the Required Amount of the Liquidity Facility
for any Trust will be reduced automatically to an amount sufficient to pay
interest on the relevant Pool Balance thereof on the next three successive
semiannual Regular Distribution Dates (without regard to expected future
distributions of principal of such Certificates) at the Stated Interest Rate for
such Trust. (Liquidity Facilities, Section 2.04)
50
"Performing Equipment Note" means an Equipment Note issued pursuant to an
Indenture with respect to which no payment default has occurred and is
continuing (without giving effect to any acceleration); provided that in the
event of a bankruptcy proceeding involving American under the Bankruptcy Code,
(i) any payment default existing during the 60-day period under Section
1110(a)(2)(A) of the Bankruptcy Code (or such longer period as may apply under
Section 1110(b) of the Bankruptcy Code) (the "Section 1110 Period") will not be
taken into consideration, unless during the Section 1110 Period the trustee in
such proceeding or American refuses to assume or agree to perform its
obligations under the Lease related to such Equipment Note (in the case of a
Leased Aircraft) or under the Owned Aircraft Indenture related to such Equipment
Note (in the case of an Owned Aircraft), (ii) any payment default occurring
after the date of the order of relief in such proceedings will not be taken into
consideration if such payment default is cured under Section 1110(a)(2)(B) of
the Bankruptcy Code before the later of 30 days after the date of such default
or the expiration of the Section 1110 Period and (iii) any payment default
occurring after the Section 1110 Period will not be taken into consideration if
such payment default is cured before the end of the grace period, if any, set
forth in the related Lease (in the case of a Leased Aircraft) or Owned Aircraft
Indenture (in the case of an Owned Aircraft). (Intercreditor Agreement, Section
1.01)
REPLACEMENT OF LIQUIDITY FACILITIES
If at any time the short-term unsecured debt rating of the Liquidity
Provider for any of the Class A-1, Class A-2, Class B or Class C Trusts issued
by either Rating Agency (or if such Liquidity Provider does not have a
short-term unsecured debt rating issued by a given Rating Agency, the long-term
unsecured debt rating of such Liquidity Provider issued by such Rating Agency)
is lower than the Threshold Rating applicable to such Trust, then the Liquidity
Facility for such Class may be replaced by a Replacement Facility. If such
Liquidity Facility is not replaced with a Replacement Facility within 10 days
after the Liquidity Provider receives notice of the downgrading (or within 45
days after its receipt of such notice solely in the event of a downgrading of
such Liquidity Provider's short-term unsecured debt rating by Standard & Poor's
from A-1+ to A-1), the Subordination Agent will draw the then Maximum Available
Commitment under such Liquidity Facility (the "Downgrade Drawing"). The
Subordination Agent will deposit the proceeds of any Downgrade Drawing into a
cash collateral account (the "Cash Collateral Account") for such Class of
Certificates and will use these proceeds for the same purposes and under the
same circumstances and subject to the same conditions as cash payments of
Interest Drawings under such Liquidity Facility would be used. (Liquidity
Facilities, Section 2.02(c); Intercreditor Agreement, Sections 3.06(c) and
3.06(f))
A "Replacement Facility" for any Liquidity Facility will mean an
irrevocable revolving credit agreement (or agreements) in substantially the form
of the replaced Liquidity Facility, including reinstatement provisions, or in
such other form (which may include a letter of credit, surety bond, financial
insurance policy or guaranty) as will permit the Rating Agencies to confirm in
writing their respective ratings then in effect for the Certificates with
respect to which such Liquidity Facility was issued (before downgrading of such
ratings, if any, as a result of the downgrading of the Liquidity Provider), in a
face amount (or in an aggregate face amount) equal to the amount sufficient to
pay interest on the Pool Balance of the Certificates of such Trust (at the
Stated Interest Rate for such Certificates, and without regard to expected
future principal distributions) on the three Regular Distribution Dates
following the date of replacement of such Liquidity Facility, or, if such date
is a Regular Distribution Date, on such day and the two Regular Distribution
Dates following such day, and issued by a person (or persons) having debt
ratings issued by both Rating Agencies that are equal to or higher than the
Threshold Rating for the relevant Class. (Intercreditor Agreement, Section 1.01)
The provider of any Replacement Facility will have the same rights (including,
without limitation, priority distribution rights and rights as Controlling
Party) under the Intercreditor Agreement as the replaced Liquidity Provider.
"Threshold Rating" means (i) with respect to the Class A-1 Liquidity
Provider, the Class A-2 Liquidity Provider and the Class B Liquidity Provider, a
short-term unsecured debt rating of P-1 in the case of Moody's and A-1+ in the
case of Standard & Poor's, and with respect to the Class C Liquidity Provider, a
short-term unsecured debt rating of P-1 in the case of Moody's and A-1 in the
case of Standard & Poor's and (ii) in the case of any person who does not have a
short-term unsecured debt rating from either or both such Rating Agencies, then
in lieu of such short-term unsecured debt rating from such Rating Agency or
Rating Agencies, with respect to the Class A-1 Liquidity Provider, Class A-2
Liquidity Provider and the Class B Liquidity Provider, a long-term unsecured
debt rating of Aa3 in the case of Moody's and AA- in the case of Standard &
Poor's, and with respect to the Class C Liquidity Provider, a long-term
unsecured debt rating of A1 in the case of Moody's and A in the case of Standard
& Poor's.
51
The Liquidity Facility for each of the Class A-1, Class A-2, Class B and
Class C Trusts provides that the Liquidity Provider's obligations thereunder
will expire on the earliest of:
o the six month anniversary of the initial issuance date of the Old
Certificates;
o the date on which the Subordination Agent delivers to such Liquidity
Provider a certification that Final Distributions on all of the
Certificates of such Trust have been paid in full or provision has been
made for such payment;
o the date on which the Subordination Agent delivers to such Liquidity
Provider a certification that a Replacement Facility has been substituted
for such Liquidity Facility;
o the fifth Business Day following receipt by the Subordination Agent of a
Termination Notice from such Liquidity Provider (see "- Liquidity Events of
Default"); and
o the date on which no amount is or may (including by reason of
reinstatement) become available for drawing under such Liquidity Facility.
Each Liquidity Facility provides that it may be extended for 364-day
periods by mutual agreement of the relevant Liquidity Provider and the
Subordination Agent, subject to satisfaction of certain conditions in the case
of the initial Liquidity Facilities.
The Intercreditor Agreement provides for the replacement of the Liquidity
Facility for any Trust if such Liquidity Facility is scheduled to expire earlier
than 15 days after the Final Legal Distribution Date for the Certificates of
such Trust and such Liquidity Facility is not extended at least 25 days prior to
its then scheduled expiration date. If such Liquidity Facility is not so
extended or replaced by the 25th day prior to its then scheduled expiration
date, the Subordination Agent shall request a drawing in full up to the then
Maximum Available Commitment under such Liquidity Facility (the "Non-Extension
Drawing"). The Subordination Agent will hold the proceeds of the Non-Extension
Drawing in the Cash Collateral Account for the related Trust as cash collateral
to be used for the same purposes and under the same circumstances, and subject
to the same conditions, as cash payments of Interest Drawings under such
Liquidity Facility would be used. (Liquidity Facilities, Section 2.02(b);
Intercreditor Agreement, Sections 3.06(d) and 3.06(f))
Subject to certain limitations, American may, at its option, arrange for a
Replacement Facility at any time to replace the Liquidity Facility for any Trust
(including without limitation any Replacement Facility described in the
following sentence). In addition, if any Liquidity Provider determines not to
extend any Liquidity Facility, then such Liquidity Provider may, at its option,
arrange for a Replacement Facility to replace such Liquidity Facility during the
period no earlier than 40 days and no later than 25 days prior to the then
scheduled expiration date of such Liquidity Facility. If a Replacement Facility
is provided at any time after a Downgrade Drawing or a Non-Extension Drawing
under any Liquidity Facility, the funds with respect to such Liquidity Facility
on deposit in the Cash Collateral Account for such Trust will be returned to the
Liquidity Provider being replaced. (Intercreditor Agreement, Section 3.06(e))
Upon receipt by the Subordination Agent of a Termination Notice with
respect to any Liquidity Facility from the relevant Liquidity Provider, the
Subordination Agent shall request a final drawing (a "Final Drawing") under such
Liquidity Facility in an amount equal to the then Maximum Available Commitment
thereunder. The Subordination Agent will hold the proceeds of the Final Drawing
in the Cash Collateral Account for the related Trust as cash collateral to be
used for the same purposes and under the same circumstances, and subject to the
same conditions, as cash payments of Interest Drawings under such Liquidity
Facility would be used. (Liquidity Facilities, Section 2.02(d); Intercreditor
Agreement, Sections 3.06(f) and 3.06(i))
Drawings under any Liquidity Facility will be made by delivery by the
Subordination Agent of a certificate in the form required by such Liquidity
Facility. Upon receipt of such a certificate, the relevant Liquidity Provider is
obligated to make payment of the drawing requested thereby in immediately
available funds. Upon
52
payment by the relevant Liquidity Provider of the amount specified in any
drawing under any Liquidity Facility, such Liquidity Provider will be fully
discharged of its obligations under such Liquidity Facility with respect to such
drawing and will not thereafter be obligated to make any further payments under
such Liquidity Facility in respect of such drawing to the Subordination Agent or
any other person.
REIMBURSEMENT OF DRAWINGS
The Subordination Agent must reimburse amounts drawn under any Liquidity
Facility by reason of an Interest Drawing, Final Drawing, Downgrade Drawing or
Non-Extension Drawing and interest thereon, but only to the extent that the
Subordination Agent has funds available therefor.
Interest Drawings and Final Drawings
Amounts drawn under any Liquidity Facility by reason of an Interest Drawing
or Final Drawing (each, a "Drawing") will be immediately due and payable,
together with interest on the amount of such drawing. From the date of such
drawing to (but excluding) the third business day following the Liquidity
Provider's receipt of the notice of such Interest Drawing, interest will accrue
at the Base Rate plus 2.00% per annum. Thereafter, interest will accrue at LIBOR
for the applicable interest period plus 2.00% per annum. In the case of a Final
Drawing, however, the Subordination Agent may convert the Final Drawing into a
drawing bearing interest at the Base Rate plus 2.00% per annum on the last day
of an interest period for such Drawing.
"Base Rate" means a fluctuating interest rate per annum in effect from time
to time, which rate per annum shall at all times be equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for each
day of the period for which the Base Rate is to be determined (or, if such day
is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or if such rate is not so published for any day that
is a Business Day, the average of the quotations for such day for such
transactions received by the applicable Liquidity Provider from three Federal
funds brokers of recognized standing selected by it (and reasonably satisfactory
to American) plus one quarter of one percent (0.25%).
"LIBOR" means, with respect to any interest period, the rate per annum
appearing on display page 3750 (British Bankers Association--LIBOR) of the Dow
Jones Markets Service (or any successor or substitute therefor) at approximately
11:00 A.M. (London time) two London business days before the first day of such
interest period as the rate for dollar deposits with a maturity comparable to
such interest period, or if such rate is not available, a rate per annum
determined by certain alternative methods.
Downgrade Drawings and Non-Extension Drawings
The amount drawn under any Liquidity Facility by reason of a Downgrade
Drawing or a Non-Extension Drawing and deposited in a Cash Collateral Account
will be treated as follows:
o such amount will be released on any Distribution Date to the Liquidity
Provider to pay any obligations to the Liquidity Provider to the extent
such amount exceeds the Required Amount;
o any portion of such amount withdrawn from the Cash Collateral Account for
such Certificates to pay interest distributions on such Certificates will
be treated in the same way as Interest Drawings; and
o the balance of such amount will be invested in certain specified eligible
investments.
Any Downgrade Drawing or Non-Extension Drawing under any of the Liquidity
Facilities, other than any portion thereof applied to the payment of interest
distributions on the Certificates, will bear interest (x) subject to clause (y)
below, in an amount equal to the investment earnings on amounts deposited in the
Cash Collateral Account attributable to such Liquidity Facility (and will
continue to be subject to payment of a commitment fee on the amount of such
Downgrade Drawing or Non-Extension Drawing) and (y) from and after the date, if
any, on which it is converted into a Final Drawing as described below under
"-Liquidity Events of Default", at a rate equal to LIBOR for the applicable
interest period (or, as described in the first paragraph under "- Interest
Drawings and Final Drawings," the Base Rate) plus 2.00% per annum.
53
LIQUIDITY EVENTS OF DEFAULT
Events of default under each Liquidity Facility (each, a "Liquidity Event
of Default") will consist of:
o the acceleration of all the Equipment Notes; or
o certain bankruptcy or similar events involving American. (Liquidity
Facilities, Section 1.01)
If (i) any Liquidity Event of Default under any Liquidity Facility has
occurred and is continuing and (ii) less than 65% of the aggregate outstanding
principal amount of all Equipment Notes are Performing Equipment Notes, the
applicable Liquidity Provider may, in its discretion, give a notice of
termination of such Liquidity Facility (a "Termination Notice"). The Termination
Notice will have the following consequences:
o the related Liquidity Facility will expire on the fifth Business Day after
the date on which such Termination Notice is received by the Subordination
Agent;
o the Subordination Agent will request promptly, and the Liquidity Provider
will honor, a Final Drawing thereunder in an amount equal to the then
Maximum Available Commitment thereunder;
o any Drawing remaining unreimbursed as of the date of termination will be
converted automatically into a Final Drawing under such Liquidity Facility;
and
o all amounts owing to the Liquidity Provider will become immediately due and
payable.
Notwithstanding the foregoing, the Subordination Agent will be obligated to
pay amounts owing to the applicable Liquidity Provider only to the extent of
funds available therefor after giving effect to the payments in accordance with
the provisions set forth under "Description of the Intercreditor Agreement -
Priority of Distributions." (Liquidity Facilities, Section 6.01)
Upon the circumstances described under "Description of the Intercreditor
Agreement - Intercreditor Rights," a Liquidity Provider may become the
Controlling Party with respect to the exercise of remedies under the Indentures.
(Intercreditor Agreement, Section 2.06(c))
LIQUIDITY PROVIDER
The initial Liquidity Provider for each of the Class A-1, Class A-2, Class
B and Class C Trusts is Boeing Capital Corporation, a Delaware corporation and
indirect subsidiary of The Boeing Company. Boeing Capital Corporation has
short-term debt ratings of P-1 from Moody's and A-1+ from Standard & Poor's.
Boeing Capital Corporation files reports, proxy statements and other information
with the Commission pursuant to the information requirements of the Exchange
Act. Such information can be inspected and copied at the public reference
facilities of the Commission or electronically through the Internet. Boeing
Capital Corporation is the parent company of the initial Owner Participant with
respect to each Leased Aircraft. We expect Boeing Capital Corporation to be
replaced as Liquidity Provider prior to consummation of the Exchange Offer.
DESCRIPTION OF THE INTERCREDITOR AGREEMENT
The following summary describes material provisions of the Intercreditor
Agreement (the "Intercreditor Agreement") among the Trustees, the Liquidity
Provider and State Street Bank and Trust Company of Connecticut, National
Association, as subordination agent (the "Subordination Agent"). This summary
does not purport to be complete and is qualified in its entirety by reference to
all of the provisions of the Intercreditor Agreement, which was filed as an
exhibit to the Registration Statement. Copies are available as set forth under
"Where You Can Find more Information".
54
INTERCREDITOR RIGHTS
General
The Equipment Notes relating to each Trust were issued to and registered in
the name of the Subordination Agent as agent and trustee for the Trustee of such
Trust.
Controlling Party
With respect to any Indenture at any given time, the Loan Trustee under
such Indenture will be directed in taking, or refraining from taking, any action
thereunder or with respect to the Equipment Notes issued under such Indenture by
the holders of at least a majority of the outstanding principal amount of the
Equipment Notes issued under such Indenture, so long as no Indenture Event of
Default shall have occurred and be continuing thereunder. For so long as the
Subordination Agent is the registered holder of the Equipment Notes, the
Subordination Agent will act with respect to the preceding sentence in
accordance with the directions of the Trustees of the Trusts in the Trust
Property of which are Equipment Notes constituting, in the aggregate, the
required principal amount of Equipment Notes. (Intercreditor Agreement, Section
2.06)
At any time after an Indenture Event of Default has occurred and is
continuing under an Indenture, the Loan Trustee under such Indenture will be
directed in taking, or refraining from taking, any action thereunder or with
respect to the Equipment Notes issued under such Indenture, including
acceleration of such Equipment Notes or foreclosing the lien on the related
Aircraft, by the Controlling Party, subject to the limitations described below.
(Intercreditor Agreement, Section 2.06) See "Description of the Certificates -
Indenture Events of Default and Certain Rights upon an Indenture Event of
Default" for a description of the rights of the Certificateholders of each Trust
to direct the respective Trustees.
The "Controlling Party" will be:
o initially, the Class A-1 Trustee or Class A-2 Trustee, whichever represents
the Class with the larger Pool Balance of Certificates outstanding at the
time that the Indenture Event of Default occurs;
o upon payment of Final Distributions to the holders of such larger Class of
Certificates, the other of the Class A-1 Trustee or Class A-2 Trustee;
o upon payment of Final Distributions to the holders of Class A-1 and Class
A-2 Certificates, the Class B Trustee;
o upon payment of Final Distributions to the holders of Class B Certificates,
the Class C Trustee;
o upon payment of Final Distributions to the holders of Class C Certificates,
the Class D Trustee; and
o under certain circumstances, and notwithstanding the foregoing, the
Liquidity Provider with the greatest amount owed to it, as discussed in the
next paragraph.
At any time after 18 months from the earliest to occur of (x) the date on
which the entire available amount under any Liquidity Facility has been drawn
(for any reason other than a Downgrade Drawing or a Non-Extension Drawing) and
remains unreimbursed, (y) the date on which the entire amount of any Downgrade
Drawing or Non-Extension Drawing has been withdrawn from the relevant Cash
Collateral Account to pay interest on the relevant Class of Certificates and
remains unreimbursed and (z) the date on which all Equipment Notes have been
accelerated, the Liquidity Provider with the greatest amount of Liquidity
Obligations will have the right to become the Controlling Party with respect to
any Indenture. (Intercreditor Agreement, Section 2.06) The Liquidity Provider
may have interests that differ from the interests of the holders of the
Certificates, particularly if the Liquidity Provider continues to be affiliated
with the Owner Participant for any Aircraft.
For purposes of giving effect to the rights of the Controlling Party,
the Trustees (other than the Controlling Party) have irrevocably agreed, and the
Certificateholders (other than the Certificateholders
55
represented by the Controlling Party) have agreed or will be deemed to agree by
virtue of their purchase of Certificates, that the Subordination Agent, as
record Note Holder, will exercise its voting rights in respect of the Equipment
Notes as directed by the Controlling Party. (Intercreditor Agreement, Sections
2.06 and 8.01(b)) For a description of certain limitations on the Controlling
Party's rights to exercise remedies, see " - Sale of Equipment Notes or
Aircraft" and "Description of the Equipment Notes - Remedies".
"Final Distributions" means, with respect to the Certificates of any Trust
on any Distribution Date, the sum of (x) the aggregate amount of all accrued and
unpaid interest in respect of such Certificates and (y) the Pool Balance of such
Certificates as of the immediately preceding Distribution Date. For purposes of
calculating Final Distributions with respect to the Certificates of any Trust,
any Make-Whole Amount paid on the Equipment Notes held in such Trust that has
not been distributed to the Certificateholders of such Trust (other than such
Make-Whole Amount or a portion thereof applied to the distributions of interest
on the Certificates of such Trust or the reduction of the Pool Balance of such
Trust) shall be added to the amount of such Final Distributions. (Intercreditor
Agreement, Section 1.01)
Sale of Equipment Notes or Aircraft
Following the occurrence and during the continuation of any Indenture Event
of Default under any Indenture, the Controlling Party may direct the
Subordination Agent to accelerate the Equipment Notes issued under such
Indenture and, subject to the provisions of the immediately following sentence,
sell all (but not less than all) of such Equipment Notes or the related Aircraft
to any person. So long as any Certificates are outstanding, during the nine
months after the earlier of (x) the acceleration of the Equipment Notes issued
under any Indenture and (y) the bankruptcy or insolvency of American, no
Aircraft subject to the lien of such Indenture or such Equipment Notes may be
sold, without the consent of each Trustee, if the net proceeds from such sale
would be less than the Minimum Sale Price for such Aircraft or such Equipment
Notes. In addition, with respect to any Leased Aircraft, the amount and payment
dates of rentals payable by American under the related Lease may not, without
the consent of each Trustee, be adjusted during this nine-month period if, as a
result of such adjustment, the discounted present value of all such rentals
would be less than 75% of the discounted present value of the rentals payable by
American under such Lease before giving effect to such adjustment. The
discounted present value of all rentals shall be determined using the weighted
average interest rate of the Equipment Notes outstanding under the related
Leased Aircraft Indenture as the discount rate.
"Minimum Sale Price" means, with respect to any Aircraft or the Equipment
Notes issued in respect of such Aircraft, at any time, the lesser of (i) 75% of
the Appraised Current Market Value of such Aircraft and (ii) the aggregate
outstanding principal amount of such Equipment Notes, plus accrued and unpaid
interest thereon.
PRIORITY OF DISTRIBUTIONS
The subordination terms applicable to the Certificates vary depending upon
whether a Triggering Event has occurred. "Triggering Event" means (i) the
occurrence of an Indenture Event of Default under all Indentures resulting in a
PTC Event of Default with respect to the most senior Class of Certificates then
outstanding, (ii) the acceleration of all of the outstanding Equipment Notes or
(iii) certain bankruptcy or insolvency events involving American.
Before a Triggering Event
So long as no Triggering Event has occurred (whether or not continuing),
all payments made in respect of the Equipment Notes and certain other payments
received on any Distribution Date will be distributed promptly by the
Subordination Agent on such Distribution Date in the following order of
priority:
o to the Liquidity Provider to the extent required to pay accrued and unpaid
Liquidity Expenses;
o to the Liquidity Provider to the extent required to pay accrued and unpaid
interest on the Liquidity Obligations;
o to the Liquidity Provider to the extent required to pay or reimburse the
Liquidity Provider for certain
56
Liquidity Obligations (other than amounts payable pursuant to the two
preceding clauses) and/or, if applicable, to replenish each Cash Collateral
Account up to the Required Amount;
o to the Class A-1 Trustee and the Class A-2 Trustee to the extent required
to pay Expected Distributions on the Class A-1 Certificates and the Class
A-2 Certificates, except that if available funds are insufficient to pay
Expected Distributions to each such Class in full, available funds will be
distributed to each of the Class A-1 Trustee and the Class A-2 Trustee in
the same proportion as such Trustee's proportionate share of the aggregate
amount of such Expected Distributions;
o to the Class B Trustee to the extent required to pay Expected Distributions
on the Class B Certificates;
o to the Class C Trustee to the extent required to pay Expected Distributions
on the Class C Certificates;
o to the Class D Trustee to the extent required to pay Expected Distributions
on the Class D Certificates;
o if the Class E Certificates have been issued, to the Class E Trustee to the
extent required to pay Expected Distributions on the Class E Certificates;
and
o to the Subordination Agent and each Trustee for the payment of certain fees
and expenses.
"Liquidity Expenses" means the Liquidity Obligations other than (i) the
principal amount of any drawing under the Liquidity Facilities and (ii) any
interest accrued on any Liquidity Obligations.
"Liquidity Obligations" means all principal, interest, fees and other
amounts owing to the Liquidity Provider under each Liquidity Facility or certain
other agreements.
"Expected Distributions" means, with respect to the Certificates of any
Trust on any Distribution Date (the "Current Distribution Date"), the sum of (1)
accrued and unpaid interest in respect of such Certificates and (2) the
difference between:
(A) the Pool Balance of such Certificates as of the immediately
preceding Distribution Date (or, if the Current Distribution Date is the
first Distribution Date, the original aggregate face amount of the
Certificates of such Trust); and
(B) the Pool Balance of such Certificates as of the Current
Distribution Date calculated on the basis that (i) the principal of the
Equipment Notes held in such Trust has been paid when due (whether at stated
maturity, upon redemption, prepayment, purchase, acceleration or otherwise)
and such payments have been distributed to the holders of such Certificates
and (ii) the principal of any Equipment Notes formerly held in such Trust
that have been sold pursuant to the Intercreditor Agreement has been paid in
full and such payments have been distributed to the holders of such
Certificates. (Intercreditor Agreement, Section 1.01)
For purposes of calculating Expected Distributions with respect to the
Certificates of any Trust, any Make-Whole Amount paid on the Equipment Notes
held in such Trust that has not been distributed to the Certificateholders of
such Trust (other than such Make-Whole Amount or a portion thereof applied to
distributions of interest on the Certificates of such Trust or the reduction of
the Pool Balance of such Trust) will be added to the amount of Expected
Distributions.
For purposes of determining the priority of distributions on account of the
redemption, purchase or prepayment of Equipment Notes issued pursuant to an
Indenture, clause (1) of the definition of Expected Distributions set forth
above shall be deemed to read as follows: "(1) accrued, due and unpaid interest
on such Certificates together with (without duplication) accrued and unpaid
interest on a portion of such Certificates equal to the outstanding principal
amount of the Equipment Notes being redeemed, purchased or prepaid (immediately
prior to such redemption, purchase or prepayment)".
57
After a Triggering Event
Subject to the terms of the Intercreditor Agreement, upon the occurrence of
a Triggering Event and at all times thereafter, all funds received by the
Subordination Agent in respect of the Equipment Notes and certain other payments
received by the Subordination Agent will be distributed promptly by the
Subordination Agent in the following order of priority:
o to the Subordination Agent and any Trustee, to the extent required to pay
certain out-of-pocket costs and expenses actually incurred by the
Subordination Agent or such Trustee in protection of, or realization of the
value of, the Equipment Notes, any Indenture Estate under (and as defined
in) any Leased Aircraft Indenture or any Collateral under (and as defined
in) any Owned Aircraft Indenture, or to any Certificateholder or the
Liquidity Provider for payments made to the Subordination Agent or any
Trustee in respect of such amounts;
o to the Liquidity Provider to the extent required to pay accrued and unpaid
Liquidity Expenses;
o to the Liquidity Provider to the extent required to pay accrued and unpaid
interest on the Liquidity Obligations;
o (i) to the Liquidity Provider to the extent required to pay all Liquidity
Obligations and/or, (ii) if applicable with respect to any particular
Liquidity Facility (unless (x) less than 65% of the aggregate outstanding
principal amount of all Equipment Notes are Performing Equipment Notes and
a Liquidity Event of Default has occurred and is continuing under such
Liquidity Facility or (y) a Final Drawing has occurred under such Liquidity
Facility), to replenish the Cash Collateral Account with respect to such
Liquidity Facility up to the Required Amount for the related Class of
Certificates (less the amount of any repayments of Interest Drawings under
such Liquidity Facility while sub-clause (x) of this clause is applicable);
o to the Subordination Agent and any Trustee to the extent required to pay
certain fees, taxes, charges and other amounts payable or to any
Certificateholder for payments made to the Subordination Agent or any
Trustee in respect of such amounts;
o to the Class A-1 Trustee and the Class A-2 Trustee to the extent required
to pay Adjusted Expected Distributions on the Class A-1 Certificates and
the Class A-2 Certificates, except that if available funds are insufficient
to pay Adjusted Expected Distributions to each such Class in full,
available funds will be distributed to each of the Class A-1 Trustee and
the Class A-2 Trustee in the same proportion as such Trustee's
proportionate share of the aggregate amount of such Adjusted Expected
Distributions;
o to the Class B Trustee to the extent required to pay Adjusted Expected
Distributions on the Class B Certificates;
o to the Class C Trustee to the extent required to pay Adjusted Expected
Distributions on the Class C Certificates;
o to the Class D Trustee to the extent required to pay Adjusted Expected
Distributions on the Class D Certificates;
o if the Class E Certificates have been issued, to the Class E Trustee to the
extent required to pay Adjusted Expected Distributions on the Class E
Certificates;
o to the Class A-1 Trustee and the Class A-2 Trustee to the extent required
to pay Final Distributions on the Class A-1 Certificates and the Class A-2
Certificates in full, except that if available funds are insufficient so to
pay each such Class in full, available funds will be distributed to each of
the Class A-1 Trustee and the Class A-2 Trustee in the same proportion as
such Trustee's proportionate share of such amount;
58
o to the Class B Trustee to the extent required to pay Final Distributions on
the Class B Certificates in full;
o to the Class C Trustee to the extent required to pay Final Distributions on
the Class C Certificates in full;
o to the Class D Trustee to the extent required to pay Final Distributions on
the Class D Certificates in full; and
o if the Class E Certificates have been issued, to the Class E Trustee to the
extent required to pay Final Distributions on the Class E Certificates in
full.
"Adjusted Expected Distributions" means, with respect to the Certificates
of any Trust on any Current Distribution Date, the sum of (1) accrued and unpaid
interest in respect of such Certificates and (2) the greater of:
(A) the difference between (x) the Pool Balance of such Certificates
as of the immediately preceding Distribution Date (or, if the Current
Distribution Date is the first Distribution Date, the original
aggregate face amount of the Certificates of such Trust) and (y) the
Pool Balance of such Certificates as of the Current Distribution Date
calculated on the basis that (i) the principal of the Equipment Notes
other than Performing Equipment Notes (the "Non-Performing Equipment
Notes") held in such Trust has been paid in full and such payments have
been distributed to the holders of such Certificates, (ii) the
principal of the Performing Equipment Notes held in such Trust has been
paid when due (but without giving effect to any acceleration of
Performing Equipment Notes) and such payments have been distributed to
the holders of such Certificates and (iii) the principal of any
Equipment Notes formerly held in such Trust that have been sold
pursuant to the Intercreditor Agreement has been paid in full and such
payments have been distributed to the holders of such Certificates; and
(B) the amount of the excess, if any, of (i) the Pool Balance of such
Class of Certificates as of the immediately preceding Distribution Date
(or, if the Current Distribution Date is the first Distribution Date,
the original aggregate face amount of the Certificates of such Trust),
over (ii) the Aggregate LTV Collateral Amount for such Class of
Certificates for the Current Distribution Date;
provided that, until the date of the initial LTV Appraisals for all of the
Aircraft, clause (B) shall not apply.
For purposes of calculating Adjusted Expected Distributions with respect to
the Certificates of any Trust, any Make-Whole Amount paid on the Equipment Notes
held in such Trust that has not been distributed to the Certificateholders of
such Trust (other than such Make-Whole Amount or a portion thereof applied to
distributions of interest on the Certificates of such Trust or the reduction of
the Pool Balance of such Trust) will be added to the amount of Adjusted Expected
Distributions.
"Aggregate LTV Collateral Amount" for any Class of Certificates for any
Distribution Date means an amount, not less than zero, equal to the product of
(i) the sum of the applicable LTV Collateral Amounts for such Class of
Certificates for all Aircraft, minus the Pool Balance for each Class of
Certificates, if any, senior to such Class, after giving effect to any
distribution of principal on such Distribution Date with respect to such senior
Class or Classes multiplied by (ii) (a) in the case of Class A-1 Certificates or
Class A-2 Certificates, a fraction the numerator of which equals the Pool
Balance for the Class A-1 Certificates or Class A-2 Certificates, as the case
may be, and the denominator of which equals the aggregate Pool Balances for the
Class A-1 Certificates and the Class A-2 Certificates, in each case prior to
giving effect to any distribution of principal on such Distribution Date with
respect to either such Class of Certificates, and (b) in the case of the Class
B, Class C and Class D Certificates, 1.0.
"LTV Collateral Amount" of any Aircraft for any Class of Certificates
means, as of any Distribution Date, the lesser of (i) the LTV Ratio for such
Class of Certificates multiplied by the Appraised Current Market Value of such
Aircraft (or with respect to any such Aircraft that has suffered an Event of
Loss under and as defined in the relevant Lease, in the case of a Leased
Aircraft, or the relevant Indenture, in the case of an Owned Aircraft, the
amount of the insurance proceeds paid to the related Loan Trustee in respect
thereof to the extent then held by such Loan Trustee (and/or on deposit in the
Special Payments Account) or payable to such Loan Trustee in respect thereof or
with respect to any such Aircraft that has been released from the related
Indenture pursuant
59
to the defeasance provisions thereof, the amount of money and U.S. Government
Obligations deposited with the Loan Trustee pursuant thereto as of such
Distribution Date) and (ii) the outstanding principal amount of the Equipment
Notes secured by such Aircraft after giving effect to any principal payments of
such Equipment Notes on or before such Distribution Date.
"LTV Ratio" means for the Class A-1 Certificates and the Class A-2
Certificates 41.0%, for the Class B Certificates 56.0%, for the Class C
Certificates 66.0% and for the Class D Certificates 68.0%, prior to May 23,
2011, and thereafter for the Class A-1 and Class A-2 Certificates 29.0%, for the
Class B Certificates 46.0% and for the Class C Certificates 62.0%.
"Appraised Current Market Value" of any Aircraft means the lower of the
average and the median of the three most recent LTV Appraisals of such Aircraft.
After a Triggering Event occurs and any Equipment Note becomes a
Non-Performing Equipment Note, the Subordination Agent will obtain LTV
Appraisals of all of the Aircraft as soon as practicable and additional LTV
Appraisals on or prior to each anniversary of the date of such initial LTV
Appraisals; provided that if the Controlling Party reasonably objects to the
appraised value of the Aircraft shown in such LTV Appraisals, the Controlling
Party shall have the right to obtain or cause to be obtained substitute LTV
Appraisals (including LTV Appraisals based upon physical inspection of such
Aircraft).
"LTV Appraisal" means a current fair market value appraisal (which may be a
"desk-top" appraisal) performed by any Appraiser or any other nationally
recognized appraiser on the basis of an arm's-length transaction between an
informed and willing purchaser under no compulsion to buy and an informed and
willing seller under no compulsion to sell and both having knowledge of all
relevant facts.
Interest Drawings under the Liquidity Facility and withdrawals from the
Cash Collateral Account, in each case in respect of interest distributable on
the Certificates of any Trust, will be distributed to the Trustee for such
Trust, notwithstanding the priority of distributions set forth in the
Intercreditor Agreement and otherwise described herein.
ADDITION OF TRUSTEE FOR CLASS E CERTIFICATES
If the Class E Certificates are issued, the Class E Trustee will become a
party to the Intercreditor Agreement and the Intercreditor Agreement will be
appropriately amended. (Intercreditor Agreement, Section 8.01(c)).
THE SUBORDINATION AGENT
State Street Bank and Trust Company of Connecticut, National Association,
initially is the Subordination Agent under the Intercreditor Agreement. American
and its affiliates may from time to time enter into banking and trustee
relationships with the Subordination Agent and its affiliates. The Subordination
Agent's address is State Street Bank and Trust Company of Connecticut, National
Association, 225 Asylum Street, Goodwin Square, Hartford, Connecticut 06103,
Attention: Corporate Trust Division.
The Subordination Agent may resign at any time, in which event a successor
Subordination Agent will be appointed in consultation with American as provided
in the Intercreditor Agreement. American or the Controlling Party may at any
time remove the Subordination Agent as provided in the Intercreditor Agreement.
In such circumstances, a successor Subordination Agent will be appointed in
consultation with American as provided in the Intercreditor Agreement. Any
resignation or removal of the Subordination Agent and appointment of a successor
Subordination Agent does not become effective until acceptance of the
appointment by the successor Subordination Agent. (Intercreditor Agreement,
Section 7.01)
60
DESCRIPTION OF THE AIRCRAFT AND THE APPRAISALS
THE AIRCRAFT
The Aircraft consist of 32 McDonnell Douglas MD-83 aircraft (the
"Leased Aircraft"), ten Boeing 737- 823 aircraft and four Boeing 777-223ER
aircraft (such Boeing 737-823 and 777-223ER aircraft, the "Owned Aircraft", and
together with the Leased Aircraft, the "Aircraft"). The Leased Aircraft were
delivered by the manufacturer between 1997 and 1999 and leased to Trans World
Airlines, Inc. pursuant to leases that were amended and restated and assigned by
Trans World Airlines, Inc. to, and assumed by, American on April 9, 2001.
American is initially subleasing the Leased Aircraft to TWA Airlines LLC, a
wholly-owned subsidiary of American. The Owned Aircraft were delivered to
American by the manufacturer in 2000 and 2001. The Aircraft have been designed
to be in compliance with Stage 3 noise level standards, which are the most
restrictive regulatory standards currently in effect in the United States for
aircraft noise abatement.
The McDonnell Douglas MD-83 is a narrowbody commercial jet aircraft.
Seating capacity in the existing two-class configuration is 142 for the MD-83.
American expects to reconfigure these aircraft in mid 2001 to a 129 seat
configuration. The MD-83 is powered by two Pratt & Whitney JT8D-219 model
commercial jet engines manufactured by the Pratt & Whitney division of United
Technologies Corporation.
The Boeing 737-823 is a narrowbody commercial jet aircraft. Seating
capacity in American's two-class configuration is 134 for the 737-823. The
737-823 is powered by two CFM56-7B26 model commercial jet engines manufactured
by CFM International, Inc.
The Boeing 777-223ER is a widebody commercial jet aircraft. Seating
capacity in the current configuration of these 777-223ER aircraft is 254.
American expects to reconfigure these aircraft in late 2001 to a 245 seat
configuration. The 777-223ER is powered by two RB211-TRENT-892-17 model
commercial jet engines manufactured by Rolls Royce Ltd.
61
THE APPRAISALS
The table below sets forth the appraised base values of the Aircraft,
as of the issuance date of the Old Certificates, as determined by Aircraft
Information Systems, Inc. ("AISI"), Aviation Solutions, Inc. ("AvSolutions") and
Morten Beyer & Agnew, Inc. ("MBA", and together with AISI and AvSolutions, the
"Appraisers"), independent aircraft appraisal and consulting firms, and certain
additional information regarding the Aircraft.
U.S. APPRAISERS' VALUATIONS APPRAISED
REGISTRATION MONTH ------------------------------------------ BASE
AIRCRAFT TYPE NUMBER DELIVERED AISI AVSOLUTIONS MBA VALUE(1)
------------- ------------ --------- ----------- ----------- ---------- -----------
McDonnell Douglas MD-83.......... N9630A May 1997 28,290,000 28,210,000 28,370,000 28,290,000
McDonnell Douglas MD-83.......... N9615W July 1997 28,310,000 28,450,000 28,590,000 28,450,000
McDonnell Douglas MD-83.......... N9616G August 1997 28,320,000 28,560,000 28,700,000 28,526,667
McDonnell Douglas MD-83.......... N9617R September 1997 28,330,000 28,680,000 28,810,000 28,606,667
McDonnell Douglas MD-83.......... N9618A October 1997 28,340,000 28,800,000 28,920,000 28,686,667
McDonnell Douglas MD-83.......... N9619V December 1997 28,350,000 29,040,000 29,140,000 28,843,333
McDonnell Douglas MD-83.......... N9620D November 1997 28,350,000 28,920,000 29,030,000 28,766,667
McDonnell Douglas MD-83.......... N9622A August 1998 30,090,000 30,030,000 30,060,000 30,060,000
McDonnell Douglas MD-83.......... N9624T September 1998 30,100,000 30,150,000 30,180,000 30,143,333
McDonnell Douglas MD-83.......... N9625W October 1998 30,110,000 30,280,000 30,290,000 30,226,667
McDonnell Douglas MD-83.......... N9626F November 1998 30,120,000 30,400,000 30,410,000 30,310,000
McDonnell Douglas MD-83.......... N9628W January 1999 31,470,000 30,660,000 30,640,000 30,660,000
McDonnell Douglas MD-83.......... N9629H February 1999 31,480,000 30,780,000 30,760,000 30,780,000
McDonnell Douglas MD-83.......... N961TW May 1999 31,510,000 31,480,000 31,120,000 31,370,000
McDonnell Douglas MD-83.......... N962TW May 1999 31,510,000 31,480,000 31,120,000 31,370,000
McDonnell Douglas MD-83.......... N963TW May 1999 31,510,000 31,480,000 31,120,000 31,370,000
McDonnell Douglas MD-83.......... N964TW June 1999 31,520,000 31,610,000 31,240,000 31,456,667
McDonnell Douglas MD-83.......... N965TW June 1999 31,520,000 31,610,000 31,240,000 31,456,667
McDonnell Douglas MD-83.......... N966TW June 1999 31,520,000 31,610,000 31,240,000 31,456,667
McDonnell Douglas MD-83.......... N967TW July 1999 31,530,000 31,740,000 31,360,000 31,530,000
McDonnell Douglas MD-83.......... N968TW July 1999 31,530,000 31,740,000 31,360,000 31,530,000
McDonnell Douglas MD-83.......... N969TW July 1999 31,530,000 31,740,000 31,360,000 31,530,000
McDonnell Douglas MD-83.......... N970TW August 1999 31,540,000 31,880,000 31,480,000 31,540,000
McDonnell Douglas MD-83.......... N971TW August 1999 31,540,000 31,880,000 31,480,000 31,540,000
McDonnell Douglas MD-83.......... N972TW August 1999 31,540,000 31,880,000 31,480,000 31,540,000
McDonnell Douglas MD-83.......... N9677W October 1999 31,560,000 32,140,000 31,720,000 31,720,000
McDonnell Douglas MD-83.......... N979TW November 1999 31,570,000 32,280,000 31,840,000 31,840,000
McDonnell Douglas MD-83.......... N980TW November 1999 31,570,000 32,280,000 31,840,000 31,840,000
McDonnell Douglas MD-83.......... N9681B November 1999 31,570,000 32,280,000 31,840,000 31,840,000
McDonnell Douglas MD-83.......... N982TW December 1999 31,580,000 32,410,000 31,960,000 31,960,000
McDonnell Douglas MD-83.......... N983TW December 1999 31,580,000 32,410,000 31,960,000 31,960,000
McDonnell Douglas MD-83.......... N984TW December 1999 31,580,000 32,410,000 31,960,000 31,960,000
Boeing 737-823................... N937AN June 2000 45,860,000 45,540,000 46,740,000 45,860,000
Boeing 737-823................... N944AN September 2000 45,960,000 46,280,000 47,500,000 46,280,000
Boeing 737-823................... N945AN September 2000 45,970,000 46,280,000 47,500,000 46,280,000
Boeing 737-823................... N946AN September 2000 45,970,000 46,280,000 47,500,000 46,280,000
Boeing 737-823................... N952AA December 2000 46,080,000 47,040,000 48,250,000 47,040,000
Boeing 737-823................... N953AN January 2001 48,310,000 47,300,000 48,530,000 48,046,667
Boeing 737-823................... N954AN January 2001 48,310,000 47,300,000 48,530,000 48,046,667
Boeing 737-823................... N955AN February 2001 48,330,000 47,550,000 48,630,000 48,170,000
Boeing 737-823................... N956AN February 2001 48,340,000 47,550,000 48,630,000 48,173,333
Boeing 737-823................... N957AN March 2001 48,370,000 47,810,000 48,730,000 48,303,333
Boeing 777-223ER................. N788AN May 2000 129,050,000 132,250,000 133,660,000 131,653,333
Boeing 777-233ER................. N789AN June 2000 129,060,000 132,250,000 134,350,000 131,886,667
Boeing 777-223ER................. N790AN June 2000 129,100,000 132,250,000 134,350,000 131,900,000
Boeing 777-223ER................. N791AN June 2000 129,120,000 132,250,000 134,350,000 131,906,667
----------
(1) The appraised base value of each Aircraft is the lesser of the average and
median base values of such Aircraft as set forth by the three Appraisers.
According to the International Society of Transport Aircraft Trading,
"appraised base value" is defined as each Appraiser's opinion of the underlying
economic value of an Aircraft in an open, unrestricted, stable market
environment with a reasonable balance of supply and demand, and assumes full
consideration of its "highest and
62
best use." An Aircraft's appraised base value is founded in the historical trend
of values and in the projection of value trends and presumes an arm's length,
cash transaction between willing, able and knowledgeable parties, acting
prudently, with an absence of duress and with a reasonable period of time
available for marketing.
Each Appraiser was asked to provide its opinion as to the appraised
base value of each Aircraft. All three Appraisers performed "desk-top"
appraisals without any physical inspection of the Aircraft. The Appraisals are
based on various assumptions and methodologies which vary among the Appraisals
and may not reflect current market conditions. Appraisals that are based on
different assumptions and methodologies may result in valuations that are
materially different from those contained in the Appraisals. The Appraisers have
delivered letters setting forth their respective Appraisals, copies of which are
annexed to this Prospectus as Appendix II. For a discussion of the assumptions
and methodologies used in each of the Appraisals, you should read such letters.
An appraisal is only an estimate of value. It does not necessarily
indicate the price at which an aircraft may be purchased from the manufacturer
or any other seller. Nor should it be relied upon as a measure of realizable
value. The proceeds realized upon a sale of any Aircraft may be less than its
appraised value. In addition, the value of the Aircraft in the event of the
exercise of remedies under the applicable Indenture will depend on market and
economic conditions at the time, the availability of buyers, the condition of
the Aircraft, whether the Aircraft are sold separately or in one or more groups
and other factors. Each of the appraisals was prepared prior to September 11,
2001 and the value of the Aircraft will likely be negatively affected, at least
in the short term, as a consequence of the events of September 11, 2001 referred
to under "Risk Factors -- Special Risk Factor". Accordingly, there can be no
assurance that the proceeds realized upon any such exercise of remedies with
respect to the Aircraft pursuant to the applicable Indenture would equal the
appraised value of such Aircraft or be sufficient to satisfy in full payments
due on the Equipment Notes relating to such Aircraft or the Certificates.
DESCRIPTION OF THE EQUIPMENT NOTES
The following summary describes material terms of the Equipment Notes,
the Indentures, the Leases, the Participation Agreements and the trust
agreements under which the Owner Trustees act on behalf of the Owner
Participants (the "Trust Agreements"). These summaries do not purport to be
complete and make use of terms defined in and are qualified in their entirety by
reference to all of the provisions of the Equipment Notes, the Indentures, the
Leases, the Participation Agreements and the Trust Agreements, which have been
filed as exhibits to the Registration Statement. Copies are available as set
forth under "Where You Can Find More Information". Except as otherwise
indicated, the following summaries relate to the Equipment Notes, the Indenture,
the Participation Agreement and, in the case of a Leased Aircraft, the Lease and
the Trust Agreement applicable to each Aircraft.
GENERAL
With respect to Leased Aircraft, pursuant to the terms of an amended
and restated participation agreement among American, the Owner Trustee, the
Owner Participant, the Trustees, the Subordination Agent and the Loan Trustee
with respect to each such Leased Aircraft (each, a "Leased Aircraft
Participation Agreement"), the Owner Trustee leases the relevant Aircraft to
American and the Trusts have purchased from the Owner Trustee the Equipment
Notes issued under the related Leased Aircraft Indenture. With respect to Owned
Aircraft, pursuant to the terms of a participation agreement among American, the
Trustees, the Subordination Agent and the Loan Trustee with respect to each
Aircraft (each, an "Owned Aircraft Participation Agreement" and together with
the other Owned Aircraft Participation Agreements and the Leased Aircraft
Participation Agreements, the "Participation Agreements"), the Trusts have
purchased from American the Equipment Notes issued under the related Owned
Aircraft Indenture.
Equipment Notes were issued in five series with respect to each Leased
Aircraft and four series with respect to each Owned Aircraft: the "Series A-1
Equipment Notes", the "Series A-2 Equipment Notes", the "Series B Equipment
Notes" and the "Series C Equipment Notes" were issued with respect to each
Leased Aircraft and Owned Aircraft and, in addition, the "Series D Equipment
Notes" were issued with respect to Leased Aircraft only (collectively, the
"Equipment Notes"). The Owner Trustee, in the case of a Leased Aircraft, or
American, in the case of an Owned Aircraft, may issue an additional series with
respect to some or all of the
63
Aircraft (the "Series E Equipment Notes"), which would be funded from sources
other than the offering of the Old Certificates and this Exchange Offer. See
"Description of the Certificates -- Possible Issuance of Class E Certificates."
The Equipment Notes with respect to each Leased Aircraft were issued under a
separate amended and restated indenture (each, a "Leased Aircraft Indenture")
between Wells Fargo Bank Northwest, National Association, as owner trustee
(each, an "Owner Trustee") of a trust for the benefit of the beneficial owner of
such Aircraft (each, an "Owner Participant"), and State Street Bank and Trust
Company of Connecticut, National Association, as loan trustee thereunder (each,
a "Leased Aircraft Loan Trustee"). The Equipment Notes with respect to each
Owned Aircraft were issued under a separate indenture (each, an "Owned Aircraft
Indenture" and together with the other Owned Aircraft Indentures and the Leased
Aircraft Indentures, the "Indentures") between American and State Street Bank
and Trust Company of Connecticut, National Association, as loan trustee
thereunder (each, an "Owned Aircraft Loan Trustee" and together with the other
Owned Aircraft Loan Trustees and the Leased Aircraft Loan Trustees, the "Loan
Trustees").
The related Owner Trustee has leased each Leased Aircraft to American
pursuant to a separate Lease between such Owner Trustee and American with
respect to such Leased Aircraft. Under each Lease, American is obligated to make
or cause to be made rental and other payments to the related Leased Aircraft
Loan Trustee on behalf of the related Owner Trustee, which rental and other
payments will be at least sufficient to pay in full when due all payments
required to be made on the Equipment Notes issued with respect to such Leased
Aircraft. The Equipment Notes issued with respect to the Leased Aircraft are
not, however, direct obligations of, or guaranteed by, American. American's
rental obligations under each Lease and American's obligations under the
Equipment Notes issued with respect to each Owned Aircraft are general
obligations of American.
SUBORDINATION
The Indentures provide for the following subordination provisions applicable to
the Equipment Notes:
o Series A-1 and Series A-2 Equipment Notes issued in respect of an
Aircraft rank equally in right of payment with each other, and rank
senior in right of payment to other Equipment Notes issued in respect
of such Aircraft;
o Series B Equipment Notes issued in respect of an Aircraft rank junior
in right of payment to the Series A-1 and Series A-2 Equipment Notes
issued in respect of such Aircraft and rank senior in right of payment
to the Series C and, in the case of a Leased Aircraft, Series D and, if
applicable, Series E Equipment Notes issued in respect of such
Aircraft;
o Series C Equipment Notes issued in respect of an Aircraft rank junior
in right of payment to the Series A-1, Series A-2 and Series B
Equipment Notes issued in respect of such Aircraft and rank senior in
right of payment, in the case of a Leased Aircraft, to the Series D
Equipment Notes and, if Series E Equipment Notes are issued with
respect to such Aircraft, will rank senior in right of payment to such
Series E Equipment Notes;
o in the case of the Leased Aircraft Indentures, Series D Equipment Notes
issued in respect of a Leased Aircraft rank junior in right of payment
to the Series A-1, Series A-2, Series B and Series C Equipment Notes
issued in respect of such Aircraft and, if Series E Equipment Notes are
issued with respect to such Aircraft, will rank senior in right of
payment to such Series E Equipment Notes; and
o if Series E Equipment Notes are issued with respect to an Aircraft,
they will be subordinated in right of payment to the Series A-1, Series
A-2, Series B, Series C and, in the case of a Leased Aircraft, Series D
Equipment Notes issued with respect to such Aircraft.
(Leased Aircraft Indentures, Section 2.13; Owned Aircraft Indentures,
Section 2.13)
PRINCIPAL AND INTEREST PAYMENTS
Subject to the provisions of the Intercreditor Agreement, scheduled
installments of interest paid on the Equipment Notes held in each Trust will be
passed through to the Certificateholders of such Trust on the dates
64
and at the rate per annum set forth on the cover page of this Prospectus until
the final expected Regular Distribution Date for such Trust. Subject to the
provisions of the Intercreditor Agreement, principal paid on the Equipment Notes
held in each Trust will be passed through to the Certificateholders of such
Trust in scheduled amounts on the dates set forth herein until the final
expected Regular Distribution Date for such Trust.
Interest will be payable on the unpaid principal amount of each
Equipment Note at the rate applicable to such Equipment Note on May 23 and
November 23 of each year, commencing on November 23, 2001. Such interest will be
computed on the basis of a 360-day year of twelve 30-day months. Overdue amounts
of principal, Make-Whole Amount (if any) and interest on such series of
Equipment Notes will, to the extent permitted by applicable law, bear interest
at the interest rate applicable to such series of Equipment Notes, which
interest rate will be equal to the rate per annum applicable to the Certificates
issued by the Trust that will hold such series of Equipment Notes set forth on
the cover page of this Prospectus plus 1%.
Scheduled principal payments on the Series A-1, Series B, Series C and
Series D Equipment Notes will be made on May 23 and November 23 in certain
years, commencing on November 23, 2001. The entire principal amount of the
Series A-2 Equipment Notes is scheduled to be paid on May 23, 2011. See
"Description of the Certificates -- Pool Factors" for a discussion of the
scheduled payments of principal of the Equipment Notes and Appendix III for the
schedule of payments of principal of each Equipment Note issued with respect to
each Aircraft.
If any date scheduled for a payment of principal, Make-Whole Amount (if
any) or interest with respect to the Equipment Notes is not a Business Day, such
payment will be made on the next succeeding Business Day without any additional
interest.
REDEMPTION
If an Event of Loss occurs with respect to a Leased Aircraft, the
Equipment Notes issued with respect to such Leased Aircraft will be redeemed in
whole. If an Event of Loss occurs with respect to an Owned Aircraft and such
Owned Aircraft is not replaced by American under the related Owned Aircraft
Indenture, the Equipment Notes issued with respect to such Owned Aircraft will
be redeemed in whole. American does not have the option to replace a Leased
Aircraft following an Event of Loss with respect to such Leased Aircraft. If
Equipment Notes are redeemed following an Event of Loss, the redemption price
will equal the aggregate unpaid principal amount thereof, together with accrued
and unpaid interest thereon to (but excluding) the date of redemption, but
without any Make-Whole Amount. Any amount paid by American in connection with
such redemption will be distributed to the Certificateholders on a Special
Distribution Date. (Leased Aircraft Indentures, Section 2.07(a); Owned Aircraft
Indentures, Section 2.10)
If American exercises its right to terminate a Lease under Section 9(a)
of such Lease, the Equipment Notes relating to the applicable Leased Aircraft
will be redeemed, in whole, on a Special Distribution Date at a price equal to
the aggregate unpaid principal amount thereof, together with accrued and unpaid
interest thereon to, but not including, the date of redemption, plus the
Make-Whole Amount for the applicable series of Equipment Notes. (Leased Aircraft
Indentures, Section 2.07(b)) See "-- Certain Provisions of the Leases and the
Owned Aircraft Indentures -- Lease Termination".
All of the Equipment Notes issued with respect to a Leased Aircraft may
be redeemed in whole prior to maturity at any time by the Owner Trustee, and all
of the Equipment Notes issued with respect to an Owned Aircraft may be redeemed
in whole prior to maturity at any time by American, in each case at a price
equal to the aggregate unpaid principal amount thereof, together with accrued
and unpaid interest thereon to (but excluding) the date of redemption, plus the
Make-Whole Amount for the applicable series of Equipment Notes. (Leased Aircraft
Indentures, Section 2.08; Owned Aircraft Indentures, Section 2.11)
Notice of redemption will be given to each holder of Equipment Notes
not less than 15 nor more than 60 days prior to the applicable redemption date.
A notice of redemption may be revoked at such times and under such circumstances
as are provided in the related Indenture. (Leased Aircraft Indentures, Section
2.09; Owned Aircraft Indentures, Sections 2.10 and 2.12)
65
If, with respect to a Leased Aircraft, (w) one or more Lease Events of
Default shall have occurred and been continuing and the Leased Aircraft Loan
Trustee shall not have declared the Lease to be in default, (x) in the event of
a bankruptcy proceeding involving American, (i) during the Section 1110 Period,
the trustee in such proceeding or American does not agree to perform its
obligations under the related Lease or (ii) at any time after agreeing to
perform such obligations, such trustee or American ceases to perform such
obligations such that the stay period applicable under the Bankruptcy Code comes
to an end, (y) the Equipment Notes with respect to such Aircraft have been
accelerated or (z) the Leased Aircraft Loan Trustee with respect to such
Equipment Notes takes action or notifies the applicable Owner Trustee or Owner
Participant that it intends to take action to foreclose the lien of the related
Leased Aircraft Indenture or otherwise commence the exercise of any remedy under
such Indenture or the related Lease, then in each case the related Owner
Participant may purchase all, but not less than all, of the Equipment Notes
issued with respect to such Leased Aircraft on the applicable purchase date at a
price equal to the aggregate unpaid principal thereof, together with accrued and
unpaid interest thereon to the date of purchase and all other amounts payable
under the Equipment Notes, but without any Make-Whole Amount (provided that the
Make-Whole Amount shall be payable if such Equipment Notes are to be purchased
pursuant to clause (w) when a Lease Event of Default shall have occurred and
been continuing for less than 180 days). (Leased Aircraft Indentures, Section
2.10) American as owner of the Owned Aircraft has no comparable right under the
Owned Aircraft Indentures to purchase the Equipment Notes under such
circumstances.
"Make-Whole Amount" means, with respect to any Equipment Note, the
amount (as determined by an investment bank of national standing selected by
American (and, following the occurrence and during the continuance of an Event
of Default, reasonably acceptable to the Loan Trustee)), if any, by which (a)
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 under the applicable Indenture (assuming a 360-day year of twelve 30-day
months) using a discount rate equal to the Treasury Yield exceeds (b) the
outstanding principal amount of such Equipment Note plus accrued but unpaid
interest thereon to the redemption date. (Indentures, Annex A)
For purposes of determining the Make-Whole Amount, "Treasury Yield"
means, at the date of determination with respect to any Equipment Note, the
interest rate (expressed as a semiannual equivalent and as a decimal and, in the
case of United States Treasury bills, converted to a bond equivalent yield)
determined to be the per annum rate equal to the semiannual yield to maturity
for United States Treasury securities maturing on the Average Life Date of such
Equipment Note and trading in the public securities markets either as determined
by interpolation between the most recent weekly average yield to maturity for
two series of United States Treasury securities trading in the public securities
markets, (A) one maturing as close as possible to, but earlier than, the Average
Life Date of such Equipment Note and (B) the other maturing as close as possible
to, but later than, the Average Life Date of such Equipment Note, in each case
as published in the most recent H.15(519) or, if a weekly average yield to
maturity for United States Treasury securities maturing on the Average Life Date
of such Equipment Note is reported in the most recent H.15(519), such weekly
average yield to maturity as published in such H.15(519). "H.15(519)" means the
weekly statistical release designated as such, or any successor publication,
published by the Board of Governors of the Federal Reserve System, and the "most
recent H.15(519)" means the H.15(519) published prior to the close of business
on the third Business Day prior to the applicable redemption date. The "date of
determination" of a Make-Whole Amount will be the third Business Day prior to
the applicable redemption date. (Indentures, Annex A)
"Average Life Date" for any Equipment Note means the date that follows
the redemption date by a period equal to the Remaining Weighted Average Life at
the redemption date of such Equipment Note. "Remaining Weighted Average Life" at
the redemption date of such Equipment Note means the number of days equal to the
quotient obtained by dividing (a) the sum of each of the products obtained by
multiplying (i) the amount of each then remaining installment of principal of
such Equipment Note by (ii) the number of days from and including the redemption
date to but excluding the scheduled payment date of such principal installment,
by (b) the then unpaid principal amount of such Equipment Note. (Indentures,
Annex A)
66
SECURITY
Leased Aircraft
The Equipment Notes issued with respect to each Leased Aircraft are
secured by an assignment of the related Owner Trustee's rights, except for
certain limited rights, under the Lease with respect to such Aircraft, including
the right to receive payments of rent thereunder, a security interest in such
Aircraft subject to the rights of American under the related Lease, certain
limited rights under the purchase agreement with the Aircraft manufacturer,
certain requisition and insurance proceeds with respect to such Aircraft, and
all proceeds of the foregoing. (Leased Aircraft Indentures, Granting Clause)
Unless and until an Indenture Event of Default with respect to a Leased
Aircraft has occurred and is continuing, the Leased Aircraft Loan Trustee may
not exercise the rights of the Owner Trustee under the related Lease, except the
Owner Trustee's right to receive payments of rent due thereunder. The assignment
by the Owner Trustee to the Leased Aircraft Loan Trustee of its rights under the
related Lease will exclude certain rights of such Owner Trustee and the related
Owner Participant, including the rights of the Owner Trustee and the Owner
Participant with respect to indemnification by American for certain matters,
insurance proceeds payable to such Owner Trustee in its individual capacity or
to such Owner Participant under certain casualty insurance maintained by such
Owner Trustee or such Owner Participant under such Lease and certain
reimbursement payments made by American to such Owner Trustee. (Leased Aircraft
Indentures, Granting Clause) The Equipment Notes issued in respect of any one
Aircraft will not be secured by any of the other Aircraft (whether owned or
leased) or other Leases. Accordingly, any excess proceeds from the exercise of
remedies with respect to the Equipment Notes relating to an Aircraft will not be
available to cover any shortfall with respect to the Equipment Notes relating to
any other Aircraft (whether owned or leased).
Owned Aircraft
The Equipment Notes issued with respect to each Owned Aircraft are
secured by a security interest in such Aircraft, certain limited rights under
the aircraft purchase agreement between American and Boeing, certain requisition
and insurance proceeds with respect to such Aircraft, and all proceeds of the
foregoing. (Owned Aircraft Indentures, Granting Clause)
The Equipment Notes are not cross-collateralized and, consequently, the
Equipment Notes issued in respect of any one Aircraft are not secured by any of
the other Aircraft (whether owned or leased). See "- Remedies." Accordingly, any
excess proceeds from the exercise of remedies with respect to the Equipment
Notes relating to an Aircraft will not be available to cover any shortfall with
respect to the Equipment Notes relating to any other Aircraft (whether owned or
leased).
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES
The tables in Appendix IV set forth aggregate loan to Aircraft value
ratios for the Equipment Notes issued in respect of each Aircraft as of the
issuance date of the Old Certificates and each May 23 Regular Distribution Date.
The LTVs were obtained by dividing (i) the outstanding principal amount
(assuming no payment default or early redemption) of such Equipment Notes
determined immediately after giving effect to the payments scheduled to be made
on each such Regular Distribution Date by (ii) the assumed value (the "Assumed
Aircraft Value") of the Aircraft securing such Equipment Notes.
The tables in Appendix IV are based on the assumption that the initial
appraised base value of the Aircraft set forth opposite the initial Regular
Distribution Date included in each table depreciates by approximately 3% of the
initial appraised base value per year for the first 15 years after delivery by
the manufacturer of such Aircraft, by approximately 4% of the initial appraised
base value per year for the following five years and by approximately 5% of the
initial appraised base value per year thereafter. Other rates or methods of
depreciation would result in materially different LTVs, and no assurance can be
given (i) that the depreciation rate and method assumed for the purposes of the
tables are the ones most likely to occur or (ii) as to the actual future value
of any Aircraft. Thus the tables should not be considered a forecast or
prediction of expected or likely LTVs, but simply a mathematical calculation
based on one set of assumptions.
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DEFEASANCE
Under certain circumstances with respect to the Owned Aircraft,
American may legally release itself from any payment or other obligations on
all, but not less than all, of the Equipment Notes issued under one or more
Owned Aircraft Indentures (a "full defeasance") if American puts in place the
following arrangements for the benefit of the holders of such Equipment Notes:
o American must deposit in trust for the benefit of the holders of such
Equipment Notes a combination of money and direct obligations of the
United States (and certain depository receipts representing interests
in such direct obligations) ("U.S. Government Obligations") that will
generate enough money to pay when due the principal of and interest on
the Equipment Notes; and
o American must deliver to the Trustees and the relevant Owned Aircraft
Loan Trustee a legal opinion stating that there has been a change in
the federal tax law from such law as in effect on the date of this
Prospectus or that there has been an IRS ruling, in either case that
lets American make the above deposit without causing the holders of the
Certificates to be taxed on their Certificates any differently than if
American did not make the deposit and simply repaid the Equipment Notes
itself.
American may only accomplish full defeasance if it obtains written
confirmation from each Rating Agency that such full defeasance will not result
in a withdrawal or downgrading of the rating of any Class of Certificates. If
American were to accomplish full defeasance, as described above, holders of the
Equipment Notes so defeased would rely solely on the trust deposit for repayment
on such Equipment Notes. Holders of such Equipment Notes could not look to
American for repayment if a shortfall in the payment of principal of or interest
on such Equipment Notes occurred. In addition, the holders of such Equipment
Notes would have no beneficial interest in or other rights with respect to the
related Aircraft or other assets subject to the lien of the related Indenture
and such lien would terminate. (Owned Aircraft Indentures, Section 10.01)
The Leased Aircraft Indentures do not provide for full defeasance from
payment or other obligations thereunder.
LIMITATION OF LIABILITY
The Equipment Notes issued with respect to the Leased Aircraft are not
direct obligations of, or guaranteed by, American, any Owner Participant or the
Leased Aircraft Loan Trustees or the Owner Trustees in their individual
capacities. None of the Owner Trustees, the Owner Participants or the Loan
Trustees will be personally liable to any Note Holder for any amount payable
under the Equipment Notes or the Leased Aircraft Indentures or, except as
expressly provided in the Leased Aircraft Indentures or the Leased Aircraft
Participation Agreements in the case of the Owner Trustees and the Loan
Trustees, for any liability under such Leased Aircraft Indentures and Equipment
Notes. All payments of principal of, Make-Whole Amount (if any) and interest on
the Equipment Notes issued with respect to any Leased Aircraft (other than
payments made in connection with an optional redemption or purchase of Equipment
Notes issued with respect to a Leased Aircraft by the related Owner Trustee or
the related Owner Participant) will be made only from the assets subject to the
lien of the Indenture with respect to such Leased Aircraft or the income and
proceeds received by the related Leased Aircraft Loan Trustee therefrom
(including rent payable by American under the Lease with respect to such Leased
Aircraft).
The Equipment Notes issued with respect to the Owned Aircraft are
direct obligations of American.
Except as otherwise provided in the Indentures, each Owner Trustee and
each Loan Trustee, in its individual capacity, will not be answerable or
accountable under the Indentures or the Equipment Notes under any circumstances
except, among other things, for its own willful misconduct or negligence. None
of the Owner Participants will have any duty or responsibility under any of the
Leased Aircraft Indentures or the Equipment Notes to the Leased Aircraft Loan
Trustees or to any holder of any Equipment Note.
68
INDENTURE EVENTS OF DEFAULT, NOTICE AND WAIVER
"Indenture Events of Default" under each Indenture include:
o in the case of a Leased Aircraft Indenture, the occurrence of a Lease
Event of Default under the related Lease;
o the failure by the related Owner Trustee, in the case of a Leased
Aircraft Indenture, or American, in the case of an Owned Aircraft
Indenture, to pay any interest or principal or Make-Whole Amount, if
any, within 15 days after the same has become due on any Equipment
Note;
o the failure by the related Owner Trustee, in the case of a Leased
Aircraft Indenture, or American, in the case of an Owned Aircraft
Indenture, to pay any amount (other than interest, principal or
Make-Whole Amount, if any) when due under the Indenture, any Equipment
Note or any other operative documents for more than 20 days, in the
case of a Leased Aircraft, or 30 days, in the case of an Owned
Aircraft, after the related Owner Trustee or Owner Participant, in the
case of a Leased Aircraft Indenture, or American, in the case of an
Owned Aircraft Indenture, receives written notice;
o in the case of a Leased Aircraft Indenture, the failure by the related
Owner Participant or the related Owner Trustee (in its individual
capacity) to discharge certain liens that continue after notice and
specified cure periods;
o in the case of an Owned Aircraft Indenture, the failure by American to
carry and maintain insurance or indemnity on or with respect to the
Aircraft in accordance with the provisions of the related Owned
Aircraft Indenture; provided that no such failure to carry and maintain
insurance will constitute an Indenture Event of Default until the
earlier of (i) the date such failure has continued unremedied for a
period of 30 days after the Loan Trustee receives notice of the
cancellation or lapse of such insurance or (ii) the date such insurance
is not in effect as to the Loan Trustee;
o in the case of a Leased Aircraft Indenture, the failure by the related
Owner Trustee or Owner Participant to perform or observe any other
covenant or condition to be performed by it under such Indenture or
certain related documents that continues after notice and specified
cure periods;
o in the case of an Owned Aircraft Indenture, the failure by American to
perform or observe any other covenant or condition to be performed or
observed by it under any operative document that continues for a period
of 60 days after American receives written notice thereof; provided
that, if such failure is capable of being remedied, no such failure
will constitute an Indenture Event of Default for a period of one year
after such notice is received by American so long as American is
diligently proceeding to remedy such failure;
o in the case of a Leased Aircraft Indenture, any representation or
warranty made by the related Owner Trustee or Owner Participant in such
Indenture, the related Participation Agreement or certain related
documents proves to have been incorrect in any material respect when
made and was and continues to be material and adverse to the rights of
the Note Holders and remains unremedied after notice and specified cure
periods;
o in the case of an Owned Aircraft Indenture, any representation or
warranty made by American in the related operative documents proves to
have been incorrect in any material respect when made, and such
incorrectness continues to be material to the transactions contemplated
by the Indenture and remains unremedied for a period of 60 days after
American receives written notice thereof; provided that, if such
incorrectness is capable of being remedied, no such incorrectness will
constitute an Indenture Event of Default for a period of one year after
such notice is received by American so long as American is diligently
proceeding to remedy such incorrectness; and
o the occurrence of certain events of bankruptcy, reorganization or
insolvency of the related Owner Trustee or Owner Participant, in the
case of a Leased Aircraft Indenture, or American, in the case of an
Owned
69
Aircraft Indenture.
(Leased Aircraft Indentures, Section 8.01; Owned Aircraft Indentures,
Section 4.01)
There are not any cross-default provisions in the Indentures or in the
Leases. Consequently, events resulting in an Indenture Event of Default under
any particular Indenture may or may not result in an Indenture Event of Default
occurring under any other Indenture, and events resulting in a Lease Event of
Default under any particular Lease may or may not constitute a Lease Event of
Default under any other Lease. If the Equipment Notes issued with respect to one
or more Aircraft are in default and the Equipment Notes issued with respect to
the remaining Aircraft are not in default, no remedies will be exercisable under
the Indentures with respect to such remaining Aircraft.
If American fails to make any semiannual basic rental payment due under
any Lease, within a specified period after such failure the applicable Owner
Trustee may furnish to the Leased Aircraft Loan Trustee the amount due on the
Equipment Notes issued with respect to the related Leased Aircraft, together
with any interest thereon on account of the delayed payment thereof, in which
event the Leased Aircraft Loan Trustee and the holders of outstanding Equipment
Notes issued under such Indenture may not exercise any remedies otherwise
available under such Indenture or such Lease as the result of such failure to
make such rental payment, unless such Owner Trustee has previously cured three
or more immediately preceding semiannual basic rental payment defaults or, in
total, six or more previous semiannual basic rental payment defaults. The
applicable Owner Trustee also may cure any other default by American in the
performance of its obligations under any Lease that can be cured with the
payment of money. (Leased Aircraft Indentures, Section 8.03).
The holders of a majority in aggregate unpaid principal amount of the
Equipment Notes outstanding on a given date and issued with respect to any
Aircraft, by written instruction to the Loan Trustee, may on behalf of all the
Note Holders waive any existing default and its consequences under the Indenture
with respect to such Aircraft, except a default in the payment of the principal
of, Make-Whole Amount, if any, or interest due under any such Equipment Notes or
a default in respect of any covenant or provision of such Indenture that cannot
be modified or amended without the consent of each affected Note Holder. (Leased
Aircraft Indentures, Section 8.08; Owned Aircraft Indentures, Section 4.05)
REMEDIES
The exercise of remedies under the Indentures will be subject to the
terms of the Intercreditor Agreement, and the following description should be
read in conjunction with the description of the Intercreditor Agreement.
If an Indenture Event of Default occurs and is continuing under an
Indenture, the related Loan Trustee may, and upon receipt of written
instructions of the holders of a majority in principal amount of the Equipment
Notes then outstanding under such Indenture will, subject to the applicable
Owner Participant's or Owner Trustee's right to cure, as discussed above,
declare the principal of all such Equipment Notes issued thereunder immediately
due and payable, together with all accrued but unpaid interest thereon (but
without any Make-Whole Amount). The holders of a majority in principal amount of
Equipment Notes outstanding under an Indenture may rescind any declaration of
acceleration of such Equipment Notes if (i) there has been paid to the related
Loan Trustee an amount sufficient to pay all overdue installments of principal
and interest on any such Equipment Notes, and all other amounts owing under the
operative documents, that have become due otherwise than by such declaration of
acceleration, (ii) in the case of a Leased Aircraft, the rescission would not
conflict with any judgment or decree and (iii) all other Indenture Events of
Default, other than nonpayment of principal amount or interest on the Equipment
Notes that have become due solely because of such acceleration, have been cured
or waived. (Leased Aircraft Indentures, Section 8.02; Owned Aircraft Indentures,
Section 4.02)
Each Indenture provides that if an Indenture Event of Default under
such Indenture has occurred and is continuing, the related Loan Trustee may
exercise certain rights or remedies available to it under such Indenture or
under applicable law (including in the case of a Leased Aircraft, if the
corresponding Lease has been declared in default, one or more of the remedies
under the related Lease). If an Indenture Event of Default arises solely by
reason of one or more events or circumstances that constitute a Lease Event of
Default and the related Leased Aircraft Loan Trustee proceeds to foreclose on
the lien of the Leased Aircraft Indenture, such Leased Aircraft
70
Loan Trustee shall concurrently exercise one or more dispossessory remedies
under the Lease with respect to such Leased Aircraft; provided that the
requirement to exercise one or more of such remedies under such Lease shall not
apply if such exercise has been involuntarily stayed or prohibited by applicable
law or court order for a continuous period in excess of 60 days or such other
period as may be specified in Section 1110 of the Bankruptcy Code, but shall
apply following such 60 day or other period notwithstanding the continuation of
such involuntary stay or prohibition if the continuation of such voluntary stay
or prohibition results from (i) the trustee or debtor-in-possession in such
proceeding agreeing to perform its obligations under such Lease with the
approval of the applicable court and its continuous performance of such Lease
under Section 1110(a)(2)(B) of the Bankruptcy Code; (ii) such Leased Aircraft
Loan Trustee's consenting to an extension of such period or (iii) such Leased
Aircraft Loan Trustee's failure to give any requisite notice. See "- Certain
Provisions of the Leases and the Owned Aircraft Indentures - Events of Default
under the Leases." Such remedies may be exercised by the related Leased Aircraft
Loan Trustee to the exclusion of the related Owner Trustee, subject to certain
conditions specified in such Indenture and subject to the terms of such Lease.
Any Aircraft sold in the exercise of such remedies will be free and clear of any
rights of those parties, including the rights of American under the Lease with
respect to such Aircraft; provided that no exercise of any remedies by the
related Leased Aircraft Loan Trustee may affect the rights of American under any
Lease unless a Lease Event of Default has occurred and is continuing. (Leased
Aircraft Indentures, Section 8.04) The Owned Aircraft Indentures will not
contain such limitations on the Owned Aircraft Loan Trustee's ability to
exercise remedies upon an Indenture Event of Default under an Owned Aircraft
Indenture.
If the Equipment Notes issued in respect of one Aircraft are in
default, the Equipment Notes issued in respect of the other Aircraft may not be
in default, and, if not, no remedies will be exercisable under the applicable
Indentures with respect to such other Aircraft.
In the case of Chapter 11 bankruptcy proceedings in which an air
carrier is a debtor, Section 1110 of the Bankruptcy Code ("Section 1110")
provides special rights to lessors and holders of security interests with
respect to "equipment" (as defined in Section 1110). Under Section 1110, the
right of such financing parties to take possession of such equipment in
compliance with the provisions of a lease or security agreement is not affected
by any other provision of the Bankruptcy Code or any power of the bankruptcy
court. Such right to take possession may not be exercised for 60 days following
the date of commencement of the reorganization proceedings. Thereafter, such
right to take possession may be exercised during such proceedings unless, within
the 60-day period or any longer period consented to by the relevant parties, the
debtor agrees to perform its future obligations and cures all existing and
future defaults on a timely basis. Defaults resulting solely from the financial
condition, bankruptcy, insolvency or reorganization of the debtor need not be
cured.
"Equipment" is defined in Section 1110, in part, as an aircraft,
aircraft engine, appliance or spare part (as defined in Section 40102 of Title
49 of the United States Code) that is subject to a security interest granted by,
or that is leased to, a debtor that, at the time such transaction is entered
into, holds an air carrier operating certificate issued by the Secretary of
Transportation pursuant to Chapter 447 of Title 49 of the United States Code for
aircraft capable of carrying ten or more individuals or 6,000 pounds or more of
cargo.
It was a condition to the Trustee's obligation to purchase Equipment
Notes with respect to each Aircraft that American's General Counsel provide her
opinion to the Trustees that (x) if such Aircraft is a Leased Aircraft, the
Owner Trustee, as lessor under the Lease for such Aircraft, and the Leased
Aircraft Loan Trustee, as assignee of such Owner Trustee's rights under such
Lease pursuant to the related Leased Aircraft Indenture, will be entitled to the
benefits of Section 1110 with respect to the airframe and engines comprising the
Aircraft originally subjected to the lien of the relevant Indenture or (y) if
such Aircraft is an Owned Aircraft, the Owned Aircraft Loan Trustee will be
entitled to the benefits of Section 1110 with respect to the airframe and
engines comprising the Owned Aircraft originally subjected to the lien of the
relevant Indenture.
The opinion of American's General Counsel did not address the possible
replacement of an Owned Aircraft after an Event of Loss in the future, the
consummation of which is conditioned upon the contemporaneous delivery of an
opinion of counsel to the effect that the related Loan Trustee will be entitled
to Section 1110 benefits with respect to the replacement airframe unless there
is a change in law or court interpretation that results in Section 1110 not
being available. See "- Certain Provisions of the Indentures - Events of Loss."
The opinion of American's General Counsel also did not address the availability
of Section 1110 with respect to the bankruptcy
71
proceedings of any possible sublessee of a Leased Aircraft if it is subleased by
American or to any possible lessee of an Owned Aircraft if it is leased by
American.
In certain circumstances following the bankruptcy or insolvency of an
obligor on Equipment Notes where the obligations of that obligor under any
Indenture exceed the value of the Aircraft or other collateral under such
Indenture, post-petition interest will not accrue on the related Equipment
Notes. In addition, to the extent that distributions are made to any
Certificateholders, whether under the Intercreditor Agreement or from drawings
on the Liquidity Facilities, in respect of amounts that would have been funded
by post-petition interest payments on such Equipment Notes had such payments
been made, there would be a shortfall between the claim allowable against the
obligor on such Equipment Notes after the disposition of the Aircraft and other
collateral securing such Equipment Notes and the remaining balance of the
Certificates. Such shortfall would first reduce some or all of the remaining
claim against the obligor available to the Trustees for the most junior Classes.
If an Indenture Event of Default under any Indenture occurs and is
continuing, any sums held or received by the related Loan Trustee may be applied
to reimburse such Loan Trustee for any tax, expense or other loss incurred by it
and to pay any other amounts due to such Loan Trustee prior to any payments to
holders of the Equipment Notes issued under such Indenture. (Leased Aircraft
Indentures, Section 3.04; Owned Aircraft Indentures, Section 3.03)
In the event of bankruptcy, insolvency, receivership or like
proceedings involving an Owner Participant, it is possible that, notwithstanding
that the applicable Leased Aircraft is owned by the related Owner Trustee in
trust, such Leased Aircraft and the related Lease and Equipment Notes might
become part of such proceeding. In such event, payments under such Lease or on
such Equipment Notes might be interrupted and the ability of the related Leased
Aircraft Loan Trustee to exercise its remedies under the related Leased Aircraft
Indenture might be restricted, although such Leased Aircraft Loan Trustee would
retain its status as a secured creditor in respect of the related Lease and the
related Leased Aircraft.
MODIFICATION OF INDENTURES AND LEASES
Without the consent of holders of a majority in principal amount of the
Equipment Notes outstanding under any Indenture, the provisions of such
Indenture and the related Participation Agreement or, in the case of a Leased
Aircraft, Lease or Trust Agreement may not be amended or modified, except to the
extent indicated below.
Subject to certain limitations, certain provisions of any Leased
Aircraft Indenture, and of the Lease, the Participation Agreement and the Trust
Agreement related thereto, may be amended or modified by the parties thereto
without the consent of any holders of the Equipment Notes outstanding under such
Indenture. In the case of each Lease, such provisions include, among others,
provisions relating to (i) the return to the related Owner Trustee of the
related Leased Aircraft at the end of the term of such Lease and (ii) the
renewal of such Lease and the option of American at the end of the term of such
Lease to purchase the related Leased Aircraft. (Leased Aircraft Indentures,
Section 12.05) In addition, any Indenture may be amended without the consent of
the Note Holders to, among other things: (i) cure any defect or inconsistency in
such Indenture or the Equipment Notes issued thereunder; (ii) make any other
provisions or amendments with respect to matters or questions arising under such
Indenture or such Equipment Notes, or to amend, modify or supplement any
provision thereof, provided that such action does not adversely affect the
interests of any Note Holder; (iii) cure any ambiguity or correct any mistake;
(iv) provide for compliance with applicable law; or (v) provide for the issuance
of Series E Equipment Notes. (Leased Aircraft Indentures, Section 12.01; Owned
Aircraft Indentures, Section 9.01)
Without the consent of the holder of each Equipment Note outstanding
under any Indenture affected thereby, no amendment or modification of such
Indenture may, among other things, (i) reduce the principal amount of, or
Make-Whole Amount, if any, or interest payable on, any Equipment Notes issued
under such Indenture or change the date on which any principal, Make-Whole
Amount, if any, or interest is due and payable, (ii) create any lien with
respect to the property subject to the lien of the Indenture prior to or pari
passu with the lien of such Indenture, except as provided in such Indenture, or
deprive any holder of an Equipment Note issued under such Indenture of the
benefit of the lien of such Indenture in the property subject thereto or (iii)
reduce the percentage in principal amount of outstanding Equipment Notes issued
under such Indenture required to take or approve any
72
action under such Indenture. (Leased Aircraft Indentures, Section 12.02; Owned
Aircraft Indentures, Section 9.02(a))
INDEMNIFICATION
American will be required to indemnify each Loan Trustee, each Owner
Trustee, each Owner Participant, each Liquidity Provider, the Subordination
Agent, and each Trustee, but not the holders of Certificates, for certain
losses, claims and other matters. (Leased Aircraft Participation Agreements,
Section 10(b); Owned Aircraft Participation Agreements Section 4.02) American
will be required under certain circumstances to indemnify each Owner Participant
against the loss of depreciation deductions and certain other income tax
benefits with respect to the related Leased Aircraft.
The Loan Trustee will not be required to take any action or refrain
from taking any action (other than notifying the Note Holders if it knows of an
Event of Default or of a default arising from American's failure to pay overdue
principal, interest or Make-Whole Amount, if any, under any Equipment Note),
unless it has received indemnification satisfactory to it against any risks
incurred in connection therewith. (Leased Aircraft Indentures, Section 9.03;
Owned Aircraft Indentures, Section 5.03).
CERTAIN PROVISIONS OF THE LEASES AND THE OWNED AIRCRAFT INDENTURES
Each Leased Aircraft has been leased to American by the relevant Owner
Trustee under the relevant amended and restated lease agreement (each, a
"Lease"). Each Owned Aircraft is owned by American.
Lease Term Rentals and Payments
Each Leased Aircraft has been leased separately by the relevant Owner
Trustee to American for a term commencing on April 9, 2001 and expiring on a
date not earlier than the latest maturity date of the relevant Equipment Notes,
unless terminated prior to the originally scheduled expiration date as permitted
by the applicable Lease. The semiannual basic rent payment under each Lease is
payable by American on each related Lease Period Date (or, if such day is not a
Business Day, on the next Business Day), and will be assigned by the Owner
Trustee under the corresponding Leased Aircraft Indenture to provide the funds
necessary to make scheduled payments of principal and interest due from the
Owner Trustee on the Equipment Notes issued under such Indenture. Each Lease
provides that under no circumstances will rent payments by American be less than
the scheduled payments on the related Equipment Notes. Any balance of each such
semiannual basic rent payment under each Lease, after payment of amounts due on
the Equipment Notes issued under the Indenture corresponding to such Lease, will
be paid over to the Owner Trustee. (Leases, Section 3(b))
"Lease Period Date" means, with respect to each Lease, May 23 or
November 23 during the term of such Lease.
Maintenance and Operation
Under the terms of each Lease, with respect to Leased Aircraft, and
each Indenture, with respect to Owned Aircraft, American generally is obligated,
among other things and at its expense, to keep each Aircraft duly registered,
and to maintain, service, repair and overhaul the Aircraft so as to keep it in
such condition as necessary to maintain the airworthiness certificate for the
Aircraft in good standing at all times other than during temporary periods of
storage or grounding by applicable governmental authorities. (Leases, Section
7(a); Owned Aircraft Indentures, Section 7.02(c) and (e))
American has agreed not to maintain, use or operate any Aircraft in
violation of any law, rule or regulation of any government having jurisdiction
over such Aircraft, or in violation of any airworthiness certificate, license or
registration relating to such Aircraft, except to the extent American (or any
sublessee, in the case of a Leased Aircraft, or lessee, in the case of an Owned
Aircraft) is contesting in good faith the validity or application of any such
law, rule or regulation in any manner that does not involve any material risk of
sale, forfeiture or loss of the Aircraft. (Leases, Section 7(a); Owned Aircraft
Indentures, Section 7.02(b))
73
American must make all alterations, modifications and additions to each
Airframe and Engine necessary to meet the applicable requirements of the FAA or
any other applicable governmental authority of another jurisdiction in which the
Aircraft may then be registered; provided, however, that American (or any
sublessee, with respect to a Leased Aircraft, or lessee, with respect to an
Owned Aircraft) may in good faith contest the validity or application of any
such requirement in any manner that does not involve, among other things, a
material risk of sale, forfeiture or loss of the Aircraft. American (or any such
sublessee or lessee) may add further parts and make other alterations,
modifications and additions to any Airframe or any Engine as American (or any
such sublessee or lessee) may deem desirable in the proper conduct of its
business, including removal (without replacement) of parts, so long as such
alterations, modifications, additions or removals do not materially diminish the
value or utility of such Airframe or Engine below its value or utility
immediately prior to such alteration, modification, addition or removal
(assuming such Airframe or Engine was maintained in accordance with the Lease or
Owned Aircraft Indenture, as the case may be), except that the value (but not
the utility) of any Airframe or Engine may be reduced from time to time by the
value of any such parts which have been removed that American deems obsolete or
no longer suitable or appropriate for use on such Airframe or Engine if, in the
case of a Leased Aircraft, the aggregate value of such parts removed from the
Leased Aircraft and not replaced does not exceed $100,000. All parts (with
certain exceptions) incorporated or installed in or added to such Airframe or
Engine as a result of such alterations, modifications or additions will be
subject to the lien of the Indenture. American (or any such sublessee or lessee)
is permitted to remove (without replacement) parts that are in addition to, and
not in replacement of or substitution for, any part originally incorporated or
installed in or attached to an Airframe or Engine at the time of delivery
thereof to American, as well as any part that is not required to be incorporated
or installed in or attached to any Airframe or Engine pursuant to applicable
requirements of the FAA or other jurisdiction in which the Aircraft may then be
registered, or any part that can be removed without materially diminishing the
requisite value or utility of the Aircraft. (Leases, Section 8(c); Owned
Aircraft Indentures, Section 7.04(c))
Except as set forth above, American is obligated to replace or cause to
be replaced all parts that are incorporated or installed in or attached to any
Airframe or any Engine and become worn out, lost, stolen, destroyed, seized,
confiscated, damaged beyond repair or permanently rendered unfit for use. Any
such replacement parts will become subject to the lien of the related Indenture
in lieu of the part replaced. (Leases, Section 8(a); Owned Aircraft Indentures,
Section 7.04(a))
Registration, Leasing and Possession
Although American has no current intention to do so, American is
permitted to register an Aircraft in certain jurisdictions outside the United
States, subject to certain conditions specified in the related Lease or Owned
Aircraft Indenture. These conditions include a requirement that the laws of the
new jurisdiction of registration will give effect to the lien of and the
security interest created by the related Indenture in the applicable Aircraft.
(Leases, Section 7(b); Owned Aircraft Indentures, Section 7.02(e)) American also
is permitted, subject to certain limitations, to sublease, with respect to the
Leased Aircraft, and to lease, with respect to the Owned Aircraft, any Aircraft
to any United States certificated air carrier or to certain foreign air
carriers. In addition, subject to certain limitations, American is permitted to
transfer possession of any Airframe or any Engine other than by sublease or
lease, including transfers of possession by American or any sublessee or lessee
in connection with certain interchange and pooling arrangements, "wet leases"
and transfers in connection with maintenance or modifications and transfers to
the government of the United States, and, in the case of an Owned Aircraft,
Canada, France, Germany, Japan, The Netherlands, Sweden, Switzerland and the
United Kingdom or any instrumentality or agency thereof. (Leases, Section 7(b);
Owned Aircraft Indentures, Section 7.02(a)) There are no general geographical
restrictions on American's (or any sublessee's or lessee's) ability to operate
the Aircraft. The extent to which the relevant Loan Trustee's lien would be
recognized in an Aircraft if such Aircraft were located in certain countries is
uncertain. In addition, any exercise of the right to repossess an Aircraft may
be difficult, expensive and time-consuming, particularly when such Aircraft is
located outside the United States or has been registered in a foreign
jurisdiction or subleased or leased to a foreign operator, and may be subject to
the limitations and requirements of applicable law, including the need to obtain
consents or approvals for deregistration or re-export of the Aircraft, which may
be subject to delays and political risk. When a defaulting sublessee or lessee
or other permitted transferee is the subject of a bankruptcy, insolvency or
similar event such as protective administration, additional limitations may
apply. See "Risk Factors - Risk Factors Relating to the Certificates and the
Exchange Offer - Repossession".
74
In addition, at the time of foreclosing on the lien on the Aircraft
under the related Indenture, an Airframe subject to such Indenture might not be
equipped with Engines subject to the same Indenture. If American fails to
transfer title to engines not owned by American that are attached to repossessed
Aircraft, it could be difficult, expensive and time-consuming to assemble an
Aircraft consisting of an Airframe and Engines subject to the Indenture.
Liens
American is required to maintain each Aircraft free of any liens, other
than the rights of the relevant Loan Trustee, American, the relevant Owner
Trustee and Owner Participant in the case of a Leased Aircraft, the lien of the
Indenture, any other rights existing pursuant to the Lease (in the case of a
Leased Aircraft) and other operative documents and pass through documents
related thereto, the rights of others in possession of the Aircraft in
accordance with the terms of the Lease or Indenture and liens attributable to
other parties to the operative documents and pass through documents related
thereto and certain other specified liens, including but not limited to (i)
liens for taxes either not yet due or being contested in good faith by
appropriate proceedings so long as such proceedings do not involve any material
risk of the sale, forfeiture or loss of the Airframe or any Engine or the Loan
Trustee's interest therein; (ii) materialmen's, mechanics' and other similar
liens arising in the ordinary course of business and securing obligations that
either are, in the case of a Leased Aircraft, not yet delinquent or, in the case
of an Owned Aircraft, overdue for more than 60 days or, in either case, are
being contested in good faith by appropriate proceedings so long as such
proceedings do not involve any material risk of the sale, forfeiture or loss
(including, in the case of a Leased Aircraft, loss of use) of the Airframe or
any Engine or the Loan Trustee's interest therein; (iii) judgment liens so long
as such judgment is discharged or vacated within 60 days or the execution of
such judgment is stayed pending appeal, provided, in the case of a Leased
Aircraft, that during such 60 day period there is no material risk of the sale,
forfeiture or loss (including loss of use) of the Airframe or any Engine or, in
the case of an Owned Aircraft, such judgment is discharged, vacated or reversed
within 60 days after expiration of such stay; (iv) salvage or similar rights of
insurers under insurance policies maintained by American; (v) in the case of an
Owned Aircraft, any other lien as to which American has provided a bond or other
security adequate in the reasonable opinion of the Loan Trustee and Liens
approved in writing by the Loan Trustee with the consent of a majority in
interest of the Note Holders and (vi) in the case of a Leased Aircraft, the
respective rights of the financing parties under any financing arrangements
entered into by the Owner Trustee and the Owner Participant at any time.
(Leases, Section 6; Owned Aircraft Indentures, Section 7.01)
Insurance
Subject to certain exceptions, American is required to maintain, at its
expense (or at the expense of a sublessee, in the case of a Leased Aircraft, or
a lessee, in the case of an Owned Aircraft), all-risk aircraft hull insurance
covering each Aircraft, at all times in an amount not less than, in the case of
Leased Aircraft, the stipulated loss value of such Aircraft (which will exceed
the aggregate outstanding principal amount of the Equipment Notes relating to
such Aircraft, together with accrued interest thereon) or, in the case of an
Owned Aircraft, 110% of the aggregate outstanding principal amount of the
Equipment Notes relating to such Aircraft. However, after giving effect to
self-insurance permitted as described below, the amount payable under such
insurance may be less than such amounts payable with respect to the Equipment
Notes. If an Aircraft suffers an Event of Loss, insurance proceeds up to an
amount equal to (x) in the case of a Leased Aircraft, the stipulated loss value
or (y) in the case of an Owned Aircraft, the outstanding principal amount of the
Equipment Notes, together with accrued but unpaid interest thereon, plus an
amount equal to the interest that will accrue on the outstanding principal
amount of the Equipment Notes during the period commencing on the date following
the date of payment of such insurance proceeds to the Loan Trustee and ending on
the loss payment date (in either case, the "Loan Amount"), will be paid to the
applicable Loan Trustee. If an Aircraft or Engine suffers loss or damage not
constituting an Event of Loss but involving insurance proceeds in excess of
$4,000,000 (in the case of a McDonnell Douglas MD-83), $8,000,000 (in the case
of a Boeing 737-823) or $24,000,000 (in the case of a Boeing 777-223ER),
proceeds in excess of such specified amounts up to the Loan Amount will be
payable to the applicable Loan Trustee, and the proceeds up to such specified
amounts and proceeds in excess of the Loan Amount will be payable directly to
American so long as, in the case of a Leased Aircraft, the insurer has not been
notified that a Lease Event of Default exists or, in the case of an Owned
Aircraft, an Indenture Event of Default does not exist under the related Owned
Aircraft Indenture. So long as the loss does not constitute an Event of Loss,
insurance proceeds will be applied to repair or replace the equipment. (Leases,
Sections 11(b) and (d);
75
Owned Aircraft Indentures, Section 7.06(b))
In addition, American is obligated to maintain aircraft liability
insurance at its expense (or at the expense of a sublessee, in the case of a
Leased Aircraft, or a lessee, in the case of an Owned Aircraft), including,
without limitation, bodily injury, personal injury and property damage liability
insurance (exclusive of manufacturer's product liability insurance) and
contractual liability insurance with respect to each Aircraft. Such liability
insurance must be underwritten by insurers of recognized responsibility. The
amount of such liability insurance coverage may not be less than the amount of
aircraft liability insurance from time to time applicable to similar aircraft in
American's fleet on which American carries insurance. (Leases, Section 11(a);
Owned Aircraft Indentures, Section 7.06(a))
American also is required to maintain war-risk insurance with respect
to each Aircraft if and to the extent such insurance is maintained by American
(or any sublessee, in the case of a Leased Aircraft, or any lessee, in the case
of an Owned Aircraft) with respect to other aircraft owned or operated by
American (or such sublessee or lessee) on the same routes on which the Aircraft
is operated. (Leases, Section 11(b); Owned Aircraft Indentures, Section 7.06(b))
American may self-insure under a program applicable to all aircraft in
its fleet, but the amount of such self-insurance in the aggregate may not exceed
for any 12-month policy year 1% of the average aggregate insurable value (during
the preceding policy year) of all aircraft on which American (or, in the case of
a Leased Aircraft, TWA Airlines LLC) carries insurance, unless, in the case of
an Owned Aircraft, an insurance broker of national standing certifies that the
standard among all other major U.S. airlines is a higher level of
self-insurance, in which case American may self-insure the Aircraft to such
higher level, and provided, in the case of a Leased Aircraft, that if and so
long as AMR's senior unsecured long-term debt is rated BB or below by Standard &
Poor's or Ba2 or below by Moody's, upon notice from the relevant Owner Trustee,
American will reduce such self-insurance to such reasonable amount as the Owner
Trustee may require. In addition, in the case of an Owned Aircraft, American may
self-insure to the extent of (i) any applicable deductible per occurrence that
is not in excess of the amount customarily allowed as a deductible in the
industry or is required to facilitate claims handling, or (ii) any applicable
mandatory minimum per aircraft (or, if applicable, per annum or other period)
liability insurance or hull insurance deductibles imposed by the aircraft
liability or hull insurers. (Leases, Section 11(c); Owned Aircraft Indentures,
Section 7.06(c))
In respect of each Aircraft, American is required to name the relevant
Loan Trustee, each Trustee, the Subordination Agent, the Liquidity Provider and,
in the case of a Leased Aircraft, the relevant Owner Trustee and Owner
Participant, as additional insured parties under the liability insurance policy
required with respect to such Aircraft. In addition, the hull and liability
insurance policies will be required to provide that, in respect of the interests
of such additional insured party, the insurance shall not be invalidated or
impaired by any action or inaction of American. (Leases, Section 11(a) and (b);
Owned Aircraft Indentures, Sections 7.06(a) and 7.06(b))
Lease Termination
Subject to certain conditions, American may terminate each Lease on or
after April 9, 2009 if it makes a good faith determination that the Leased
Aircraft subject to such Lease is economically obsolete or surplus to its
requirements. American will be required to give to the related Owner Trustee and
the related Loan Trustee notice of its intention to terminate such Lease at
least 90 days prior to the proposed date of termination of the Lease. In
connection with a termination, in the event the related Owner Trustee elects or
is deemed to have elected to sell the Aircraft, American will act as exclusive
agent for the related Owner Trustee in obtaining bids for such Aircraft. The
proceeds of such sale shall be paid to the related Owner Trustee or, so long as
the related Indenture shall not have been discharged, be deposited directly with
the related Loan Trustee. If the net proceeds received from such sale are less
than the termination value for such Aircraft (which shall be an amount at least
equal to the aggregate unpaid principal of, and unpaid interest on, the
outstanding Equipment Notes related to such Aircraft on the date of such sale
(the "Termination Value")), American shall pay the related Owner Trustee an
amount equal to the difference between such proceeds and such Termination Value,
together with certain other amounts. Amounts in excess of the outstanding
principal amount of the Equipment Notes issued under such Indenture, any
applicable Make-Whole Amount, and the then accrued and unpaid interest thereon
will be distributed by the related Loan Trustee to the related Owner Trustee for
the benefit of the related Owner Participant. If the Owner
76
Trustee elects to sell the Aircraft and such Aircraft is not sold by its
proposed termination date, American's notice of its intention to terminate the
Lease will be deemed withdrawn and the Lease relating thereto, including all of
American's obligations thereunder, shall continue in effect. (Leases, Section
9(a) and (b); Leased Aircraft Indentures, Section 3.02)
The related Owner Trustee shall have the option to retain an Aircraft
with respect to which American has given a notice of termination. In such event,
the related Owner Trustee shall pay, or cause to be paid, to the related Loan
Trustee funds in an amount equal to the aggregate outstanding principal of and
accrued interest on the Equipment Notes with respect to such Aircraft, together
with all other sums due and payable to the holders thereof on the termination
date (other than Make-Whole Amount, if any, which American shall pay to the
related Loan Trustee). (Leases, Section 9(d))
Purchase Option. American has the right at the end of the term of such
Lease to purchase the Aircraft subject thereto for an amount to be calculated
pursuant to the terms of such Lease. (Leases, Section 20(c))
Events of Loss
If an Event of Loss occurs with respect to the Airframe or the Airframe
and one or more Engines of an Owned Aircraft, American must elect within 90 days
after such occurrence either to make payment with respect to such Event of Loss
or to replace such Airframe and any such Engines. In the case of a Leased
Aircraft, no such election will be available and American must make such payment
with respect to such Event of Loss. Depending upon American's election in the
case of an Owned Aircraft, not later than the first Business Day after the 120th
day following the date of occurrence of such Event of Loss, American will either
(i) redeem the Equipment Notes under the applicable Owned Aircraft Indenture by
paying to the Loan Trustee the outstanding unpaid principal amount of such
Equipment Notes, together with accrued interest thereon, but without any
Make-Whole Amount or (ii) substitute an airframe (or airframe and one or more
engines, as the case may be) for the Airframe, or Airframe and Engine(s), that
suffered such Event of Loss. (Owned Aircraft Indentures, Sections 2.10 and
7.05(a)) See "- Redemption".
If American elects to replace an Airframe (or Airframe and one or more
Engines, as the case may be) that suffered such Event of Loss, it will do so
with, in the case of the Airframe, an airframe of a comparable or improved model
of the same manufacturer, and, in the case of an Engine, an engine of the same
or another manufacturer of a comparable or an improved model and suitable for
installation and use on the Airframe, with a value and utility at least equal to
the Airframe or Airframe and Engines to be replaced, assuming that such Airframe
and such Engines were in the condition and repair required by the related Owned
Aircraft Indenture. American is also required to provide to the relevant Loan
Trustee opinions of counsel (i) to the effect that such Loan Trustee, will be
entitled to the benefits of Section 1110 with respect to the replacement
airframe (unless, as a result of a change in law or governmental or judicial
interpretation, such benefits were not available to it with respect to the
Aircraft immediately prior to such replacement), and (ii) as to the due
registration of the replacement aircraft and the due recordation of a supplement
to the Indenture relating to such replacement aircraft and the validity and
perfection of the security interest granted to the Loan Trustee in the
replacement aircraft. (Owned Aircraft Indentures, Section 7.05(a))
If an Event of Loss occurs with respect to the Airframe of a Leased
Aircraft, American will pay, by the date stipulated in the terms of such Lease,
the stipulated loss value of such Airframe plus all supplemental rent and basic
rent due and payable. (Leases, Section 10(a))
In the case of a Leased Aircraft and, in the case of an Owned Aircraft
for which American elects not to replace such Airframe, or Airframe and
Engine(s), upon payment of, in the case of Leased Aircraft, the stipulated loss
value for such Aircraft or, in the case of an Owned Aircraft, the outstanding
principal amount of the Equipment Notes issued with respect to such Aircraft,
together with accrued but unpaid interest thereon but without any Make-Whole
Amount, the lien of the Indenture and, in the case of a Leased Aircraft, the
term of the Lease relating to such Aircraft will end with respect to such
Aircraft, and the obligation of American thereafter to make, in the case of
Leased Aircraft, the scheduled basic rent and certain supplemental rent payments
or, in the case of an Owned Aircraft, the scheduled interest and principal
payments with respect thereto will cease and, in the case of Leased Aircraft,
the related Owner Trustee shall transfer all of its right, title and interest in
and to the
77
related Aircraft to American. The stipulated loss value and other payments made
under the Lease or the Owned Aircraft Indenture, as the case may be, by American
will be deposited with the applicable Loan Trustee. Amounts in excess of the
amounts due and owing under the Equipment Notes issued with respect to such
Aircraft will be distributed by such Loan Trustee to the applicable Owner
Trustee or American, as the case may be. (Leases, Section 10(a); Leased Aircraft
Indentures, Sections 2.07(a) and 3.03; Owned Aircraft Indentures, Sections 2.10,
3.02, 7.05(a) and 7.05(c))
If an Event of Loss occurs with respect to an Engine alone, American
will be required to replace such Engine within, in the case of a Leased
Aircraft, 90 days, and, in the case of an Owned Aircraft, 120 days, after the
occurrence of such Event of Loss with another engine, free and clear of all
liens (other than certain permitted liens). Such replacement engine will be the
same model as the Engine to be replaced, or a comparable or improved model of
the same or another manufacturer and suitable for installation and use on the
Airframe, and will have a value and utility at least equal to the Engine to be
replaced, assuming that such Engine was in the condition and repair required by
the terms of the relevant Lease or Indenture, as the case may. (Leases, Section
10(b); Owned Aircraft Indentures, Section 7.05(b))
With respect to a Leased Aircraft, an "Event of Loss" with respect to
any property means any of the following events with respect to such property:
o the loss of such property or the use thereof due to theft,
disappearance, destruction, damage beyond repair or rendition of such
property permanently unfit for normal use;
o any damage to such property which results in an insurance settlement
with respect to such property on the basis of a total loss or a
compromised or constructive total loss;
o the condemnation, confiscation or seizure of, or requisition of title
to or use of, such property (other than a requisition for use of the
Aircraft by the United States government which shall not have resulted
in a loss of possession of such property for a period continuing beyond
the end of the term or any renewal term then in effect);
o as a result of any rule, regulation, order or other action by the FAA,
the Department of Transportation or other governmental body of the
United States or other country of registry of the Aircraft having
jurisdiction, the use of such property in the normal course of
passenger air transportation is prohibited for a period of six
consecutive months, unless such rule, regulation, order or other action
has prohibited such use with respect to all aircraft of such make and
model registered in the applicable jurisdiction, unless American (or
any permitted sublessee), is diligently carrying forward all steps
which in its judgment are necessary or desirable to permit the normal
use of such property by American (or any permitted sublessee) or, in
any event, if such use is prohibited for a period of twelve consecutive
months; or
o the operation or location of the Aircraft, while under requisition for
use by the United States government, in an area excluded from coverage
by any insurance policy required by the terms of the Lease, if American
shall be unable to obtain indemnity or insurance in lieu thereof from
the United States government;
provided that if such property is returned to American having substantially
the same value and utility as such property had immediately prior to such event
prior to the date upon which stipulated loss value is required to be paid, then
such event will, at the option of American, not constitute an Event of Loss.
(Leases, Annex A)
With respect to an Owned Aircraft, an "Event of Loss" with respect to
an Aircraft, Airframe or any Engine means any of the following events with
respect to such property:
o the loss of such property or of the use thereof due to destruction,
damage beyond repair or rendition of such property permanently unfit
for normal use;
o any damage to such property that results in an insurance settlement
with respect to such property on the basis of a total loss or a
compromised or constructive total loss;
78
o any theft or disappearance of such property for a period exceeding 180
days;
o the requisition for use of such property by any government (other than
the government of Canada, France, Germany, Japan, The Netherlands,
Sweden, Switzerland, the United Kingdom or the United States or the
government of the country of registry of the Aircraft) that results in
the loss of possession of such property for a period exceeding 12
consecutive months;
o the operation or location of the Aircraft, while under requisition for
use by any government, in an area excluded from coverage by any
insurance policy required by the terms of the Indenture, unless
American has obtained indemnity or insurance in lieu thereof from such
government;
o any requisition of title or other compulsory acquisition, capture,
seizure, deprivation, confiscation or detention (excluding requisition
for use or hire not involving a requisition of title) for any reason of
the Aircraft by any government that results in the loss of title or use
of the Aircraft for a period in excess of 180 days;
o as a result of any law, rule, regulation, order or other action by the
FAA or other government of the country of registry, the use of the
Aircraft or Airframe in the normal business of air transportation is
prohibited by virtue of a condition affecting all aircraft of the same
type for a period of 18 consecutive months, unless American is
diligently carrying forward all steps that are necessary or desirable
to permit the normal use of the Aircraft or, in any event, if such use
is prohibited for a period of three consecutive years; and
o with respect to an Engine only, any divestiture of title to or interest
in such Engine or, in certain circumstances, the installation of such
Engine on an airframe that is subject to a conditional sale or other
security agreement.
An Event of Loss with respect to an Aircraft is deemed to have occurred
if an Event of Loss occurs with respect to the Airframe, unless American elects
to substitute a replacement Airframe pursuant to the Indenture.
(Owned Aircraft Indentures, Annex A)
Lease Events of Default. Events of default (each, a "Lease Event of
Default") under each Lease include, among other things: (a) failure by American
to make any payment of basic rent, stipulated loss value or Termination Value
within five Business Days after such payments have become due or of supplemental
rent (other than supplemental rent relating to the payment of certain indemnity
payments and other payments to the related Owner Trustee or Owner Participant,
unless a notice is given by such Owner Trustee that such failure shall
constitute a Lease Event of Default) within 15 Business Days after notice of
such failure, (b) failure by American to maintain insurance on or with respect
to the Aircraft in accordance with the provisions of such Lease, (c) American's
operation of the Aircraft subject to such Lease at a time when public liability
insurance (or indemnification from the United States government in lieu thereof)
required by the provisions of such Lease shall not be in effect, (d) failure by
American to perform or observe any covenant, condition or agreement to be
performed or observed by it under such Lease or certain related documents,
continued unremedied after notice and specified cure periods, (e) any
representation or warranty made by American in such Lease or certain related
documents being incorrect in any material respect at the time made and such
incorrectness continuing to be material and unremedied after notice and
specified cure periods and (f) the occurrence of certain events of bankruptcy,
reorganization, liquidation or insolvency of American. There are no
cross-default provisions in the Leases and, consequently, events resulting in a
Lease Event of Default under any particular Lease may not result in a Lease
Event of Default occurring under any other Lease. (Leases, Section 14)
If a Lease Event of Default under a Lease has occurred and is
continuing, and such Lease has been declared to be in default, the related Loan
Trustee, as assignee of the related Owner Trustee's rights under such Lease, may
exercise one or more of the remedies provided in such Lease with respect to the
Aircraft subject thereto. These remedies include the right to repossess and use
or operate such Aircraft, to sell or re-lease such Aircraft free and clear of
American's rights and retain the proceeds and to require American to pay as
liquidated
79
damages any unpaid rent plus an amount equal to the excess of the Termination
Value of such Aircraft over, at the related Loan Trustee's option, any of (i)
the discounted fair market rental value thereof for the remainder of the term
for such Aircraft, (ii) the fair market sales value thereof or (iii) if such
Aircraft or any Engine has been sold, the net sales proceeds. (Leases, Section
15)
Transfer of Owner Participant Interest
Subject to certain restrictions, each Owner Participant may transfer
all or any part of its interest in the related Leased Aircraft. (Leased Aircraft
Participation Agreements, Section 19(c))
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a discussion of the material federal income tax
consequences to Certificate Owners of the exchange of Old Certificates for New
Certificates pursuant to the Exchange Offer. The discussion is based on laws,
regulations, rulings and decisions in effect as of the date hereof, all of which
are subject to change, possibly with retroactive effect, or different
interpretation. No ruling has been or will be sought from the Internal Revenue
Service. The discussion does not address all of the federal income tax
consequences that may be relevant to all Certificate Owners in light of their
particular circumstances (including, for example, any special rules applicable
to tax-exempt organizations, broker-dealers, insurance companies, foreign
entities and persons who are not citizens or residents of the United States) and
does not address any tax consequences other than federal income tax
consequences. Certificate Owners should consult their own tax advisors regarding
the federal, state, local and any other tax consequences to them of exchanging
Old Certificates for New Certificates in light of their own particular
circumstances.
The exchange of Old Certificates for New Certificates pursuant to the
Exchange Offer will not be treated as a taxable event for federal income tax
purposes. Receipt of New Certificates in the Exchange Offer will be treated as a
continuation of the original investment of the Certificate Owner in the Old
Certificates. Similarly, there would be no federal income tax consequences to a
Certificate Owner that does not participate in the Exchange Offer. In
particular, no gain or loss will be recognized by Certificate Owners as a result
of the Exchange Offer and, for purposes of determining gain or loss on a
subsequent sale of Certificates, a Certificate Owner's basis and holding period
for the Certificates will not be affected by the Exchange Offer.
CERTAIN ERISA CONSIDERATIONS
GENERAL
The Employee Retirement Income Security Act of 1974, as amended
("ERISA"), imposes certain requirements on employee benefit plans subject to
Title I of ERISA and on entities that are deemed to hold the assets of such
plans ("ERISA Plans"), and on those persons who are fiduciaries with respect to
ERISA Plans. Investments by ERISA Plans are subject to ERISA's general fiduciary
requirements, including, but not limited to, the requirement of investment
prudence and diversification and the requirement that an ERISA Plan's
investments be made in accordance with the documents governing the Plan.
Section 406 of ERISA and Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code"), prohibit certain transactions involving the
assets of an ERISA Plan (as well as those plans that are not subject to ERISA
but which are subject to Section 4975 of the Code, such as individual retirement
accounts (together with ERISA Plans, "Plans")) and certain persons (referred to
as "parties in interest" or "disqualified persons") having certain relationships
to such Plans, unless a statutory or administrative exemption is applicable to
the transaction. A party in interest or disqualified person who engages in a
prohibited transaction may be subject to excise taxes and other penalties and
liabilities under ERISA and the Code.
Any Plan fiduciary which proposes to cause a Plan to purchase and hold
Certificates should consult with its counsel regarding the applicability of the
fiduciary responsibility and prohibited transaction provisions of ERISA and
Section 4975 of the Code to such an investment, and to confirm that such
purchase and holding will not constitute or result in a non-exempt prohibited
transaction or any other violation of an applicable requirement of ERISA.
80
Governmental plans and certain church plans, while not subject to the
fiduciary responsibility provisions of ERISA or the prohibited transaction
provisions of ERISA and Section 4975 of the Code, may nevertheless be subject to
state or other federal laws or regulations that are substantially similar to the
foregoing provisions of ERISA and the Code. Fiduciaries of any such plans should
consult with their counsel before purchasing Certificates to determine the need
for, and the availability, if necessary, of any exemptive relief under any such
laws or regulations.
PLAN ASSETS ISSUES
The Department of Labor has promulgated a regulation, 29 CFR Section
2510.3-101 (the "Plan Asset Regulation"), describing what constitutes the assets
of a Plan with respect to the Plan's investment in an entity for purposes of
ERISA and Section 4975 of the Code. Under the Plan Asset Regulation, if a Plan
invests (directly or indirectly) in a Certificate, the Plan's assets will
include both the Certificate and an undivided interest in each of the underlying
assets of the corresponding Trust, including the Equipment Notes held by such
Trust, unless it is established that equity participation in the Trust by
benefit plan investors (including but not limited to Plans and entities whose
underlying assets include Plan assets by reason of an employee benefit plan's
investment in the entity) is not "significant" within the meaning of the Plan
Asset Regulation. In this regard, the extent to which there is equity
participation in a particular Trust by, or on behalf of, benefit plan investors
will not be monitored. If the assets of a Trust are deemed to constitute the
assets of a Plan, transactions involving the assets of such Trust could be
subject to the prohibited transaction provisions of ERISA and Section 4975 of
the Code unless a statutory or administrative exemption is applicable to the
transaction.
PROHIBITED TRANSACTION EXEMPTIONS
In addition, whether or not the assets of a Trust are deemed to be Plan
assets under the Plan Asset Regulation, the fiduciary of a Plan that proposes to
purchase and hold any Certificates should consider, among other things, whether
such purchase and holding may involve (i) the direct or indirect extension of
credit to a party in interest or a disqualified person, (ii) the sale or
exchange of any property between a Plan and a party in interest or a
disqualified person, or (iii) the transfer to, or use by or for the benefit of,
a party in interest or a disqualified person, of any Plan assets. Such parties
in interest or disqualified persons could include, without limitation, American
and its affiliates, the Placement Agents, the Trustees and the Liquidity
Provider. Moreover, if Certificates are purchased by a Plan and Certificates of
a subordinate Class are held by a party in interest or a disqualified person
with respect to such Plan, the exercise by the holder of the subordinate Class
of Certificates of its right to purchase the senior Classes of Certificates upon
the occurrence and during the continuation of a Triggering Event could be
considered to constitute a prohibited transaction unless a statutory or
administrative exemption were applicable. Depending on the satisfaction of
certain conditions which may include the identity of the Plan fiduciary making
the decision to acquire or hold Certificates on behalf of a Plan, Prohibited
Transaction Class Exemption ("PTCE") 91-38 (relating to investments by bank
collective investment funds), PTCE 84-14 (relating to transactions effected by a
"qualified professional asset manager"), PTCE 95-60 (relating to investments by
an insurance company general account), PTCE 96-23 (relating to transactions
directed by an in-house asset manager) or PTCE 90-1 (relating to investments by
insurance company pooled separate accounts) (collectively, the "Class
Exemptions") could provide an exemption from the prohibited transaction
provisions of ERISA and Section 4975 of the Code. However, there can be no
assurance that any of these Class Exemptions or any other exemption will be
available with respect to any particular transaction involving the Certificates.
In addition to the Class Exemptions referred to above, an individual
exemption may apply to the purchase, holding and secondary market sale of Class
A-1 and Class A-2 Certificates by Plans, provided that certain specified
conditions are met. In particular, the Department of Labor has issued an
individual administrative exemption to Morgan Stanley & Co. Incorporated,
Prohibited Transaction Exemption 90-24 (55 Fed. Reg. 20,548 (1990)), as most
recently amended by Prohibited Transaction Exemption 2000-58 (65 Fed. Reg.
67,765 (2000))(the "Underwriter Exemption"). The Underwriter Exemption generally
exempts from the application of certain, but not all, of the prohibited
transaction provisions of Section 406 of ERISA and Section 4975 of the Code
certain transactions relating to the initial purchase, holding and subsequent
secondary market sale of pass through certificates that represent an interest in
a trust that holds secured credit instruments that bear interest or are
purchased at a discount in transactions by or between business entities
(including Equipment Notes secured by leases) and certain other assets, provided
that certain conditions set forth in the Underwriter Exemption are satisfied.
81
The Underwriter Exemption sets forth a number of general and specific
conditions which must be satisfied for a transaction involving the initial
purchase, holding or secondary market sale of certificates representing a
beneficial ownership interest in a trust to be eligible for exemptive relief
thereunder. In particular, the Underwriter Exemption requires that the
acquisition of certificates by a Plan be on terms that are at least as favorable
to the Plan as they would be in an arm's length transaction with an unrelated
party; the rights and interests evidenced by the certificates not be
subordinated to the rights and interests evidenced by other certificates of the
same trust estate; the certificates at the time of acquisition by the Plan be
rated in one of the three highest generic rating categories by Moody's, Standard
& Poor's, Duff & Phelps Credit Rating Co. or Fitch Investors Service, L.P.; and
the investing Plan be an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Commission under the Securities Act (and by its acquisition
or acceptance of a Certificate or an interest therein, an investing Plan will be
deemed to have represented and warranted that it is).
In addition, the trust corpus generally must be invested in qualifying
receivables, such as the Equipment Notes, but may not in general include a
pre-funding account (except for a limited amount of pre-funding which is
invested in qualifying receivables within a limited period of time following the
closing not to exceed three months).
Each person who acquires the Certificates should independently
ascertain whether the Underwriter Exemption will be applicable to Class A-1 or
Class A-2 Certificates in these circumstances. Even if all of the conditions of
the Underwriter Exemption are satisfied with respect to the Class A-1 and Class
A-2 Certificates, no assurance can be given that Underwriter Exemption would
apply with respect to all transactions involving the Class A-1 or Class A-2
Certificates or the assets of the Class A-1 or Class A-2 Trusts. In particular,
it appears that the Underwriter Exemption would not apply to the purchase by
Class B Certificateholders, Class C Certificateholders or Class D
Certificateholders of Class A-1 or Class A-2 Certificates in connection with the
exercise of their rights upon the occurrence and during the continuance of a
Triggering Event. Therefore, the fiduciary of a Plan considering the purchase of
a Class A-1 or Class A-2 Certificate should consider the availability of the
exemptive relief provided by the Underwriter Exemption, as well as the
availability of any other exemptions that may be applicable.
Each person who acquires or accepts a Certificate or an interest
therein will be deemed by such acquisition or acceptance to have represented and
warranted that either: (i) no assets of a Plan or any trust established with
respect to a Plan have been used to acquire such Certificate or an interest
therein or (ii) the purchase and holding of such Certificate or an interest
therein by such person are exempt from the prohibited transaction restrictions
of ERISA and the Code pursuant to one or more prohibited transaction statutory
or administrative exemptions.
SPECIAL CONSIDERATIONS APPLICABLE TO INSURANCE COMPANY GENERAL ACCOUNTS
Any insurance company proposing to invest assets of its general account
in the Certificates should consider the implications of the United States
Supreme Court's decision in John Hancock Mutual Life Insurance Co. v. Harris
Trust and Savings Bank, 510 U.S. 86, 114 S.Ct. 517 (1993), which in certain
circumstances treats such general account assets as assets of a Plan that owns a
policy or other contract with such insurance company, as well as the effect of
Section 401(c) of ERISA as interpreted by regulations issued by the United
States Department of Labor in January, 2000.
EACH PLAN FIDUCIARY (AND EACH FIDUCIARY FOR A GOVERNMENTAL OR CHURCH
PLAN SUBJECT TO RULES SIMILAR TO THOSE IMPOSED ON PLANS UNDER ERISA) SHOULD
CONSULT WITH ITS LEGAL ADVISOR CONCERNING THE POTENTIAL CONSEQUENCES TO THE PLAN
UNDER ERISA, THE CODE OR SUCH SIMILAR LAWS OF AN INVESTMENT IN ANY OF THE
CERTIFICATES.
82
PLAN OF DISTRIBUTION
Each broker-dealer that receives New Certificates for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Certificates. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Certificates received in
exchange for Old Certificates where such Old Certificates were acquired as a
result of market-making activities or other trading activities. We have agreed
that for a period of 90 days after the Expiration Date, we will make this
Prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale.
We will not receive any proceeds from any sale of New Certificates by
broker-dealers. New Certificates received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time on one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Certificates or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such New Certificates. Any
broker-dealer that resells New Certificates that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Certificates may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a Prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
For a period of 90 days after the Expiration Date, American will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. American has agreed to pay all expenses incident
to the Exchange Offer other than commissions or concessions of any brokers or
dealers and will indemnify the holders of the Certificates (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
LEGAL OPINIONS
The validity of the New Certificates is being passed upon for American
by Anne H. McNamara, Senior Vice President and General Counsel. Ms. McNamara
will rely upon Bingham Dana LLP, Hartford, Connecticut, counsel to State Street
Bank and Trust Company of Connecticut, National Association, as to certain
matters relating to the authorization, execution and delivery of the Basic
Agreement, each Trust Supplement and the Certificates, and the valid and binding
effect thereof.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 2000, as set forth in their reports, which are
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement. Our consolidated financial statements and schedule are incorporated
by reference in reliance on Ernst & Young's reports, given on their authority as
experts in accounting and auditing.
APPRAISERS
The references to AISI, AvSolutions and MBA, and to their respective
appraisal reports, are included herein in reliance upon the authority of each
such firm as an expert with respect to the matters contained in its appraisal
report.
83
APPENDIX I
INDEX OF TERMS
The following is an index showing the page in this Prospectus where
certain defined terms appear.
Defined Terms Page
------------- ----
Adjusted Expected Distributions.......... 59
Agent's Message.......................... 33
Aggregate LTV Collateral Amount.......... 59
air carriers............................. 21
Aircraft................................. 61
AISI..................................... 62
American................................. 5
Appraised Current Market Value........... 60
Appraisers............................... 62
Assumed Aircraft Value................... 67
ATOP..................................... 33
Average Life Date........................ 66
AvSolutions.............................. 62
Bankruptcy Code.......................... 44
Base Rate................................ 53
Basic Agreement.......................... 36
Book-Entry Confirmation.................. 31
Business Day............................. 39
Cash Collateral Account.................. 51
Cede..................................... 47
Certificate Account...................... 38
Certificate Owner........................ 5
Certificateholders....................... 36
Certificates............................. 5
Class A-1 Certificateholders............. 36
Class A-2 Certificateholders............. 36
Class A-1 Certificates................... 36
Class A-2 Certificates................... 36
Class A-1 Trust.......................... 36
Class A-2 Trust.......................... 36
Class A-1 Trustee........................ 36
Class A-2 Trustee........................ 36
Class B Certificateholders............... 36
Class B Certificates..................... 36
Class B Trust............................ 36
Class B Trustee.......................... 36
Class C Certificateholders............... 36
Class C Certificates..................... 36
Class C Trust............................ 36
Class C Trustee.......................... 36
Class D Certificateholders............... 36
Class D Certificates..................... 36
Class D Trust............................ 36
Class D Trustee.......................... 36
Class E Certificates..................... 46
Class E Trust............................ 47
Class E Trustee.......................... 47
Class Exemptions......................... 81
Code..................................... 80
Commission............................... 4
Company.................................. 5
Controlling Party........................ 55
Current Distribution Date................ 57
date of determination.................... 66
Definitive Certificates.................. 49
disqualified persons..................... 80
Distribution Date........................ 38
Downgrade Drawing........................ 51
Drawing.................................. 53
DTC...................................... 47
DTC Participants......................... 48
Eligible Institution..................... 32
Equipment................................ 71
Equipment Notes.......................... 63
ERISA.................................... 80
ERISA Plans.............................. 80
Event of Loss............................ 78
Exchange Act............................. 3
Exchange Agent........................... 6
Exchange Offer........................... 29
Expected Distributions................... 57
Expiration Date.......................... 30
FAA...................................... 21
Final Distributions...................... 56
Final Drawing............................ 52
Final Legal Distribution Date............ 38
full defeasance.......................... 68
H.15(519)................................ 66
holder................................... 32
Indirect Participants.................... 48
Indenture Events of Default.............. 69
Indentures............................... 64
Intercreditor Agreement.................. 54
Interest Drawings........................ 50
Issuance Date............................ 29
Lease.................................... 73
Lease Events of Default.................. 79
Lease Period Date........................ 73
Leased Aircraft.......................... 61
Leased Aircraft Indenture................ 64
I-1
Leased Aircraft Loan Trustee............. 64
Leased Aircraft Participation
Agreement.............................. 63
Letter of Transmittal.................... 6
LIBOR.................................... 53
Liquidity Event of Default............... 54
Liquidity Expenses....................... 57
Liquidity Facility....................... 49
Liquidity Obligations.................... 57
Liquidity Provider....................... 49
Loan Amount.............................. 75
Loan Trustees............................ 64
LTV Appraisal............................ 60
LTV Collateral Amount.................... 59
LTV Ratio................................ 60
LTVs..................................... 12
Make-Whole Amount........................ 66
Maximum Available Commitment............. 50
MBA...................................... 62
Minimum Sale Price....................... 56
Moody's.................................. 28
most recent H.15(519).................... 66
New Certificates......................... 5
Non-Extension Drawing.................... 52
Non-Performing Equipment Notes........... 59
Note Holder.............................. 42
Old Certificates......................... 5
Owned Aircraft........................... 61
Owned Aircraft Indenture................. 64
Owned Aircraft Loan Trustee.............. 64
Owned Aircraft Participation
Agreement.............................. 63
Owner Participant........................ 64
Owner Trustee............................ 64
Participation Agreements................. 63
parties in interest...................... 80
Pass Through Trust Agreements............ 36
Performing Equipment Note................ 51
Permitted Investments.................... 42
Placement Agents......................... 5
Plan Asset Regulation.................... 81
Plans.................................... 80
Pool Balance............................. 39
Pool Factor.............................. 39
PTC Event of Default..................... 43
PTCE..................................... 81
Rating Agencies.......................... 28
Registration Event....................... 29
Registration Rights Agreement............ 29
Registration Statement................... 4
Regular Distribution Dates............... 38
Remaining Weighted Average Life.......... 66
Replacement Facility..................... 51
Required Amount.......................... 50
Rules.................................... 48
Scheduled Payments....................... 38
Section 1110............................. 71
Section 1110 Period...................... 51
Securities Act........................... 3
Series A-1 Equipment Notes............... 63
Series A-2 Equipment Notes............... 63
Series B Equipment Notes................. 63
Series C Equipment Notes................. 63
Series D Equipment Notes................. 63
Series E Equipment Notes................. 64
Shelf Registration Statement............. 29
Special Distribution Date................ 38
Special Payment.......................... 38
Special Payments Account................. 39
Stabilization Act........................ 21
Standard & Poor's........................ 28
Stated Interest Rates.................... 50
Subordination Agent...................... 54
Termination Notice....................... 54
Termination Value........................ 76
Threshold Rating......................... 51
Transportation Code...................... 44
Treasury Yield........................... 66
Triggering Event......................... 56
Trust Agreements......................... 63
Trust Indenture Act...................... 45
Trust Property........................... 37
Trust Supplement......................... 36
Trustees................................. 36
Trusts................................... 36
TWA...................................... 23
Underwriter Exemption.................... 81
U.S. Government Obligations.............. 68
I-2
APPENDIX II
APPRAISAL LETTERS
II-1
[AISI LOGO]
17 April 2001
Leslie Benners
American Airlines
4333 Amon Carter Boulevard
Mail Drop 5662
Fort Worth, TX 76155
Subject: AISI Report No. A1S022BVO
AISI Sight Unseen Base Value Appraisal, Thirty-Two MD-83, Ten
B737-823 and Four B777-223ER Aircraft.
Reference:(a) Morgan Stanley Dean Witter Memo/Emails, 04/19/23/25 April 2001
Aircraft Information Services, Inc. (AISI) is pleased to offer American
Airlines, our opinion of the sight unseen adjusted base value of thirty-two
MD-83, ten B737-823 and four B777-223ER aircraft which were delivered from the
manufacturer to American Airlines between May 1997 and March 2001 as listed and
defined in the above reference (a) message and in Table I of this report. The
aircraft are adjusted for condition to account for their relatively young age.
1. METHODOLOGY AND DEFINITIONS
The standard terms of reference for commercial aircraft value are `base value'
and `current market value' of an `average' aircraft. Base value is a theoretical
value that assumes a balanced market while current market value is the value in
the real market; both assume a hypothetical average aircraft condition. All
other values are derived from these values. AISI value definitions are
consistent with the current definitions of the International Society of
Transport Aircraft Trading (ISTAT), those of 01 January 1994. AISI is a member
of that organization and employs an ISTAT Certified and Senior Certified
Appraiser.
AISI defines a `base value' as that of a transaction between an equally willing
and informed buyer and seller, neither under compulsion to buy or sell, for a
single unit cash transaction with no hidden value or liability, with supply and
demand of the sale item roughly in balance and with no event which would cause a
short term change in the market. Base values are typically given for aircraft in
`new' condition, `average half-life' condition, or `adjusted' for an aircraft in
a specifically described condition at a specific time.
HEADQUARTERS, 26072 MERIT CIRCLE, SUITE 123, LAGUNA HILLS, CA 92653
TEL: 949-582-8888 FAX: 949-582-8887 E-MAIL: AISINEWS@AOL.COM
17 April 2001
AISI File No. A1SO22BVO
Page - 2 -
An `average' aircraft is an operable airworthy aircraft in average physical
condition and with average accumulated flight hours and cycles, with clear title
and standard unrestricted certificate of airworthiness, and registered in an
authority which does not represent a penalty to aircraft value or liquidity,
with no damage history and with inventory configuration and level of
modification which is normal for its intended use and age.
AISI assumes average condition unless otherwise specified in this report. AISI
also assumes that the airframe, engine and component maintenance and essential
records are sufficient to permit normal commercial operation under a strict
airworthiness regulatory authority.
`Half-life' condition assumes that every component or maintenance service which
has a prescribed interval that determines its service life, overhaul interval or
interval between maintenance services, is at a condition which is one-half of
the total interval.
An `adjusted' appraisal reflects an adjustment from half life condition for the
actual condition, utilization, life remaining or time remaining of an airframe,
engine or component.
It should be noted that AISI and ISTAT value definitions apply to a transaction
involving a single aircraft, and that transactions involving more than one
aircraft are often executed at considerable and highly variable discounts to a
single aircraft price, for a variety of reasons relating to an individual buyer
or seller.
AISI defines a `current market value', which is synonymous with the older term
`fair market value' as that value which reflects the real market conditions
including short term events, whether at, above or below the base value
conditions. Assumption of a single unit sale and definitions of aircraft
condition, buyer/seller qualifications and type of transaction remain unchanged
from that of base value. Current market value takes into consideration the
status of the economy in which the aircraft is used, the status of supply and
demand for the particular aircraft type, the value of recent transactions and
the opinions of informed buyers and sellers. Current market value assumes that
there is no short term time constraint to buy or sell.
AISI encourages the use of base values to consider historical trends, to
establish a consistent baseline for long term value comparisons and future value
considerations, or to consider how actual market values vary from theoretical
base values. Base values are less volatile than current market values and tend
to diminish regularly with time. Base values are normally inappropriate to
determine near term values. AISI encourages the use of current market values to
consider the probable near term value of an aircraft.
17 April 2001
AISI File No. A1SO22BVO
Page - 3 -
If more than one aircraft is contained in this report than it should be noted
that the values given are not directly additive, that is, the total of the given
values is not the value of the fleet but rather the sum of the values of the
individual aircraft if sold individually over time so as not to exceed demand.
2. VALUATION
Following is AISI's opinion of the adjusted base value for the subject aircraft
in 2001 US Dollars. Valuations are presented in Table I subject to the
assumptions, definitions and disclaimers herein and are predicated upon the
reference (a) data which describes the aircraft MTOW, any engine upgrades, any
added fuel capacity, and any added avionics or interior upgrades. The aircraft
are also adjusted for condition to account for their relatively young age with
the following assumptions.
Adjustments from half life have been applied based on the current calendar
status of the Aircraft and in accordance with standard AISI methods. Adjustments
are calculated only where there is sufficient information to do so, or where
reasonable assumptions can be made.
With regard to airframe and gear maintenance, given that no time between
check/overhaul (TBO) or time since check/overhaul (TSO) information was provided
the total calendar age of the airframe were assumed to be the TSO. This is
typical of newer aircraft.
With regard to the engines, due to the limited information provided the engines
are considered to be in half life condition.
[AISI LOGO]
17 April 2001
AISI File No. A1S022BVO
Page -4-
TABLE I
Adjusted Base
Value
Apr 2001
Type MSN DOM YOB Engine MTOW US Dollars
----- ----- ------ ---- -------- ------- -------------
MD-83 53561 May-97 1997 JT8D-219 160,000 28,290,000
MD-83 53562 Jul-97 1997 JT8D-219 160,000 28,310,000
MD-83 53563 Aug-97 1997 JT8D-219 160,000 28,320,000
MD-83 53564 Sep-97 1997 JT8D-219 160,000 28,330,000
MD-83 53565 Oct-97 1997 JT8D-219 160,000 28,340,000
MD-83 53566 Dec-97 1997 JT8D-219 160,000 28,350,000
MD-83 53591 Nov-97 1997 JT8D-219 160,000 28,350,000
MD-83 53593 Aug-98 1998 JT8D-219 160,000 30,090,000
MD-83 53594 Sep-98 1998 JT8D-219 160,000 30,100,000
MD-83 53595 Oct-98 1998 JT8D-219 160,000 30,110,000
MD-83 53596 Nov-98 1998 JT8D-219 160,000 30,120,000
MD-83 53598 Jan-99 1999 JT8D-219 160,000 31,470,000
MD-83 53599 Feb-99 1999 JT8D-219 160,000 31,480,000
MD-83 53611 May-99 1999 JT8D-219 160,000 31,510,000
MD-83 53612 May-99 1999 JT8D-219 160,000 31,510,000
MD-83 53613 May-99 1999 JT8D-219 160,000 31,510,000
MD-83 53614 Jun-99 1999 JT8D-219 160,000 31,520,000
MD-83 53615 Jun-99 1999 JT8D-219 160,000 31,520,000
MD-83 53616 Jun-99 1999 JT8D-219 160,000 31,520,000
MD-83 53617 Jul-99 1999 JT8D-219 160,000 31,530,000
MD-83 53618 Jul-99 1999 JT8D-219 160,000 31,530,000
MD-83 53619 Jul-99 1999 JT8D-219 160,000 31,530,000
MD-83 53620 Aug-99 1999 JT8D-219 160,000 31,540,000
MD-83 53621 Aug-99 1999 JT8D-219 160,000 31,540,000
MD-83 53622 Aug-99 1999 JT8D-219 160,000 31,540,000
MD-83 53627 Oct-99 1999 JT8D-219 160,000 31,560,000
MD-83 53629 Nov-99 1999 JT8D-219 160,000 31,570,000
MD-83 53630 Nov-99 1999 JT8D-219 160,000 31,570,000
MD-83 53631 Nov-99 1999 JT8D-219 160,000 31,570,000
MD-83 53632 Dec-99 1999 JT8D-219 160,000 31,580,000
MD-83 53633 Dec-99 1999 JT8D-219 160,000 31,580,000
MD-83 53634 Dec-99 1999 JT8D-219 160,000 31,580,000
[AISI LOGO]
17 April 2001
AISI File No. A1S022BVO
Page -5-
Table I (Cont)
Adjusted Base
Value
Apr 2001
Type MSN DOM YOB Engine MTOW US Dollars
---- --- --- --- ------ ---- -------------
B737-823 30082 Jun-00 2000 CFM56-7B26 174,200 45,860,000
B737-823 29535 Sep-00 2000 CFM56-7B26 174,200 45,960,000
B737-823 30085 Sep-00 2000 CFM56-7B26 174,200 45,970,000
B737-823 30600 Sep-00 2000 CFM56-7B26 174,200 45,970,000
B737-823 30088 Dec-00 2000 CFM56-7B26 174,200 46,080,000
B737-823 29539 Jan-01 2001 CFM56-7B26 174,200 48,310,000
B737-823 30089 Jan-01 2001 CFM56-7B26 174,200 48,310,000
B737-823 29540 Feb-01 2001 CFM56-7B26 174,200 48,330,000
B737-823 30090 Feb-01 2001 CFM56-7B26 174,200 48,340,000
B737-823 29541 Mar-01 2001 CFM56-7B26 174,200 48,370,000
B777-223ER 30011 May-00 2000 RB211-Trent 892-17 648,000 129,050,000
B777-223ER 30252 Jun-00 2000 RB211-Trent 892-17 648,000 129,060,000
B777-223ER 30251 Jun-00 2000 RB211-Trent 892-17 648,000 129,100,000
B777-223ER 30254 Jun-00 2000 RB211-Trent 892-17 648,000 129,120,000
Total $ 1,968,800,000
[AISI LOGO]
17 April 2001
AISI File No. A1S022BVO
Page -6-
Unless otherwise agreed by Aircraft Information Services, Inc. (AISI) in
writing, this report shall be for the sole use of the client/addressee. This
report is offered as a fair and unbiased assessment of the subject aircraft.
AISI has no past, present, or anticipated future interest in the subject
aircraft. The conclusions and opinions expressed in this report are based on
published information, information provided by others, reasonable
interpretations and calculations thereof and are given in good faith. Such
conclusions and opinions are judgments that reflect conditions and values which
are current at the time of this report. The values and conditions reported upon
are subject to any subsequent change. AISI shall not be liable to any party for
damages arising out of reliance or alleged reliance on this report, or for any
party's action or failure to act as a result of reliance or alleged reliance on
this report.
Sincerely,
AIRCRAFT INFORMATION SERVICES, INC.
/s/ JOHN D. MCNICOL
John D. McNicol
Vice President
Appraisals & Forecasts
AvSOLUTIONS
--------------------------------------------------------------------------------
April 10, 2001
Ms. Leslie Benners
American Airlines
4333 Amon Carter Boulevard
Fort Worth, TX 76155
Dear Ms. Benners:
AvSOLUTIONS is pleased to provide its opinion on the base values as of
April 2001 of thirty-two (32) McDonnell Douglas MD-83, four (4) Boeing
777-223ER, and ten (10) Boeing 737-823 aircraft (collectively, the "Aircraft").
A list of the forty-six (46) aircraft, along with their serial and registration
numbers, delivery dates, and engine types, is provided as Attachment 1 of this
document.
Set forth below is a summary of the methodology, considerations and
assumptions utilized in this appraisal.
BASE VALUE
Base value is the appraiser's opinion of the underlying economic value
of an aircraft in an open, unrestricted, stable market environment with a
reasonable balance of supply and demand, and assumes full consideration of its
"highest and best use". An aircraft's base value is founded in the historical
trend of values and in the projection of future value trends and presumes an
arm's length, cash transaction between willing, able and knowledgeable parties
acting prudently, with an absence of duress and with a reasonable period of time
available for marketing.
APPRAISAL METHODOLOGY
The method employed by AvSOLUTIONS to appraise the current and base
values of aircraft and associated equipment addresses the factors that influence
the market value of an aircraft, such as its age, condition, configuration, the
population of similar aircraft, similar aircraft on the market, operating costs,
cost to acquire a new aircraft, and the state of demand for transportation
services.
To achieve this objective, cross-sectional data concerning the values
of aircraft in each of several general categories is collected and analyzed.
Cross-sectional data is then compared with reported market values at a specified
point in time. Such data reflects the effect of deterioration in aircraft
performance due to usage and exposure to the elements, as well as the effect of
obsolescence due to the evolutionary development and implementation of new
designs and materials.
The product of the analysis identifies the relationship between the
value of each aircraft and its characteristics, such as age, model designation,
service configuration and engine type. Once the relationship is identified, one
can then postulate the effects of the difference between the economic
AvSOLUTIONS
--------------------------------------------------------------------------------
circumstances at the time when the cross-sectional data were collected and the
current situation. Therefore, if one can determine the current value of an
aircraft in one category, it is possible to estimate the current values of all
aircraft in that category.
The manufacturer and size of the aircraft usually determine the
specific category to which it is assigned. Segregating the world airplane fleet
in this manner accommodates the potential effects of different size and
different design philosophies.
The variability of the data used by AvSOLUTIONS to determine the
current market values implies that the actual value realized will fall within a
range of values. Therefore, if a contemplated value falls within the specified
confidence range, AvSOLUTIONS cannot reject the hypothesis that it is a
reasonable representation of the current market situation.
LIMITING CONDITIONS AND ASSUMPTIONS
In order to conduct this valuation, AvSOLUTIONS is primarily relying on
information supplied by American Airlines and from data within AvSOLUTIONS' own
database. In determining the base value of the subject aircraft, the following
assumptions have been researched and determined:
1. AvSOLUTIONS has not inspected the subject Aircraft or their maintenance
records; accordingly, AvSOLUTIONS cannot attest to their specific location
or condition.
2. The Aircraft are certified, maintained and operated under United States
Federal Aviation Regulation (FAR) part 121.
3. All mandatory inspections and Airworthiness Directives have been complied
with.
4. The Aircraft have no damage history.
5. The Aircraft are in good condition.
6. AvSOLUTIONS considers the economic useful life of these aircraft to be at
least 32 years.
Based upon the above methodology, considerations and assumptions, it is
AvSOLUTIONS, opinion that the base values of each Aircraft are as listed in
Attachment 1.
STATEMENT OF INDEPENDENCE
This appraisal report represents the opinion of AvSOLUTIONS, Inc. and
is intended to be advisory in nature. Therefore, AvSOLUTIONS assumes no
responsibility or legal liability for actions taken or not taken by the Client
or any other party with regard to the subject Aircraft. By accepting this
report, the Client agrees that AvSOLUTIONS shall bear no responsibility or legal
liability
AvSOLUTIONS
--------------------------------------------------------------------------------
regarding this report. Further, this report is prepared for the exclusive use of
the Client and shall not be provided to other parties without the Client's
express consent.
AvSOLUTIONS hereby states that this valuation report has been
independently prepared and fairly represents the subject aircraft and
AvSOLUTIONS' opinion of their values. AvSOLUTIONS further states that it has no
present or contemplated future interest or association with the subject
Aircraft.
Sincerely yours,
/s/ SCOTT E. DANIELS
Scott E. Daniels
Director, Valuation Services
AvSOLUTIONS
--------------------------------------------------------------------------------
ATTACHMENT 1
American Airlines EETC
Serial Registration Delivery Engine Base Vales
Number Number Date Type ($millions)
------ ------------ ------------- --------- -----------
MCDONNELL DOUGLAS MD-83
1 53561 N9630A May-97 JT8D-219 28.21
2 53562 N9615W July-97 JT8D-219 28.45
3 53563 N9616G August-97 JT8D-219 28.56
4 53564 N9617R September-97 JT8D-219 28.68
5 53565 N9618A October-97 JT8D-219 28.80
6 53566 N9619V December-97 JT8D-219 29.04
7 53591 N9620D November-97 JT8D-219 28.92
8 53593 N9622A August-98 JT8D-219 30.03
9 53594 N9624T September-98 JT8D-219 30.15
10 53595 N9625W October-98 JT8D-219 30.28
11 53596 N9626F November-98 JT8D-219 30.40
12 53598 N9628W January-99 JT8D-219 30.66
13 53599 N9629H February-99 JT8D-219 30.78
14 53611 N961TW May-99 JT8D-219 31.48
15 53612 N962TW May-99 JT8D-219 31.48
16 53613 N963TW May-99 JT8D-219 31.48
17 53614 N964TW June-99 JT8D-219 31.61
18 53615 N965TW June-99 JT8D-219 31.61
19 53616 N966TW June-99 JT8D-219 31.61
20 53617 N967TW July-99 JT8D-219 31.74
21 53618 N968TW July-99 JT8D-219 31.74
22 53619 N969TW July-99 JT8D-219 31.74
23 53620 N970TW August-99 JT8D-219 31.88
24 53621 N971TW August-99 JT8D-219 31.88
25 53622 N972TW August-99 JT8D-219 31.88
26 53627 N9677W October-99 JT8D-219 32.14
27 53629 N979TW November-99 JT8D-219 32.28
28 53630 N980TW November-99 JT8D-219 32.28
29 53631 N9681B November-99 JT8D-219 32.28
30 53632 N982TW December-99 JT8D-219 32.41
31 53633 N983TW December-99 JT8D-219 32.41
32 53634 N984TW December-99 JT8D-219 32.41
BOEING 777-223ER
1 30011 N788AN May-00 Trent 892-17 132.25
2 30252 N789AN June-00 Trent 892-17 132.25
3 30251 N790AN June-00 Trent 892-17 132.25
4 30254 N791AN June-00 Trent 892-17 132.25
BOEING 737-823
5 30082 N937AN June-00 CFM56-7B 45.54
6 29535 N944AN September-00 CFM56-7B 46.28
7 30085 N945AN September-00 CFM56-7B 46.28
8 30600 N946AN September-00 CFM56-7B 46.28
9 30088 N952AA December-00 CFM56-7B 47.04
10 29539 N953AN January-01 CFM56-7B 47.30
11 30089 N954AN January-01 CFM56-7B 47.30
12 29540 N955AN February-01 CFM56-7B 47.55
13 30090 N956AN February-01 CFM56-7B 47.55
14 29541 N957AN March-01 CFM56-7B 47.81
MORTEN BEYER & AGNEW
----------
AVIATION CONSULTING FIRM
CURRENT BASE VALUE APPRAISAL
OF 32 MD-83 AIRCRAFT,
4 BOEING 777-200ER, AND
10 BOEING 737-800 AIRCRAFT
(AA 2001-1)
PREPARED FOR:
American Airlines
APRIL 25, 2001
Washington, D.C. London Pacific Rim
2107 Wilson Blvd. Lahinch 62, Lashmere 3-16-16 Higashiooi
Suite 750 Copthorne Shinagawa-ku
Arlington, Virginia 22201 West Sussex Tokyo 140-0011
United States United Kingdom Japan
Phone +703 276 3200 Phone +44 1342 716248 Phone +81 3 3763 6845
Fax +703 276 3201 Fax +44 1342 718967
I. INTRODUCTION AND EXECUTIVE SUMMARY
MORTEN BEYER & AGNEW (MBA) has been retained by American Airlines (the "Client")
to determine the Current Base Value of 32 MD-83, 4 Boeing 777-200ER and 10
Boeing 737-800 aircraft in their present configuration as passenger aircraft.
The aircraft are further identified in Section III of this report.
In performing this valuation, MBA did not independently inspect the aircraft and
the associated records and documentation associated with these aircraft. MBA
utilized the technical data of the aircraft provided by the Client, but at
Client's request did not independently verify the accuracy of the technical and
specification data so provided.
Section II of this report presents definitions of various terms, such as Current
Base Value, Current Market Value, Future Base Value, and Lease-Encumbered Value
as promulgated by the Appraisal Program of the International Society of
Transport Aircraft Trading (ISTAT). ISTAT is a non-profit association of
management personnel from banks, leasing companies, airlines, manufacturers,
brokers, and others who have a vested interest in the commercial aviation
industry and who have established a technical and ethical certification program
for expert appraisers.
Based on the information set forth in this report, it is our opinion as of April
25, 2001 that the Current Base Value of this portfolio of aircraft is
$1,999,870,000 with the respective values noted in Section V of this report.
II. DEFINITIONS
CURRENT MARKET VALUE
ISTAT defines Current Market Value (CMV) as the appraiser's opinion of the most
likely trading price that may be generated for an asset under market
circumstances that are perceived to exist at the time in question. Current
Market Value assumes that the asset is valued for its highest, best use, and the
parties to the hypothetical sale transaction are willing, able, prudent and
knowledgeable and under no unusual pressure for a prompt transaction. It also
assumes that the transaction would be negotiated in an open and unrestricted
market on an arm's-length basis, for cash or equivalent consideration, and given
an adequate amount of time for effective exposure to prospective buyers.
Market Value of a specific asset will tend to be consistent with its Base Value
in a stable market environment. In situations where a reasonable equilibrium
between supply and demand does not exist, trading prices, and therefore Market
Values, are likely to be at variance with the Base Value of the asset. Market
Value may be based upon either the actual (or specified) physical condition or
maintenance time or condition status of the asset, or alternatively upon an
assumed average physical condition and mid-life, mid-time maintenance status.
BASE VALUE
The ISTAT definition of Base Value (BV) has, essentially, the same elements of
Market Value except that the market circumstances are assumed to be in a
reasonable state of equilibrium. Thus, BV pertains to an idealized aircraft and
market combination, but will not necessarily reflect the actual CMV of the
aircraft in question at any point in time. BV is founded in the historical trend
of values and value in use, and is generally used to analyze historical values
or to project future values.
ISTAT defines Base Value as the Appraiser's opinion of the underlying economic
value of an aircraft, engine, or inventory of aircraft parts/equipment
(hereinafter referred to as "the asset"), in an open, unrestricted, stable
market environment with a reasonable balance of supply and demand. Full
consideration is assumed of its "highest and best
AMERICAN AIRLINES
JOB FILE #01156
Page 2 of 15
use". An asset's Base Value is founded in the historical trend of values and in
the projection of value trends and presumes an arm's-length, cash transaction
between willing, able, and knowledgeable parties, acting prudently, with an
absence of duress and with a reasonable period of time available for marketing.
In most cases, the Base Value of an asset assumes the physical condition is
average for an asset of its type and age. It further assumes the maintenance
time/life status is at mid-time, mid-life (or benefiting from an above-average
maintenance status if it is new or nearly new, as the case may be). Since Base
Value pertains to a somewhat idealized asset and market combination it may not
necessarily reflect the actual current value of the asset in question, but is a
nominal starting value to which adjustments may be applied to determine an
actual value. Because it is related to long-term market trends, the Base Value
definition is commonly applied to analyses of historical values and projections
of residual values.
FUTURE BASE VALUE
Future Base Values are established by using the Base Value at the beginning of
the current year (present value), from which point the Future Base Values are
projected. The Base Value used for the purpose of projecting the Future Base
Values consider the aircraft to be at mid-life and mid-time conditions
pertaining to the various aspects of the maintenance status.
The Future Base Values are based on aircraft having an approximate life of 35
years from the date of manufacture. The Future Base Values commence from the
present time to the 35th year from the date of manufacture of this aircraft.
DISTRESS VALUE
Distress Value is the Appraiser's opinion of the price at which an asset could
be sold under abnormal conditions, such as an artificially limited marketing
time period, the perception of the seller being under duress to sell, an
auction, bankruptcy liquidation, commercial restrictions, legal complications,
or other such factors that significantly reduce the bargaining leverage of the
seller and give the buyer a significant advantage that can translate into
heavily discounted actual trading prices. Apart from the fact that the seller is
uncommonly motivated, the parties to the transaction are otherwise
American Airlines
Job File #01156
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assumed to be willing, able, prudent and knowledgeable, negotiating at
arm's-length, normally under the market conditions that are perceived to exist
at the time, not an idealized balanced market. While the Distress Value normally
implies that the seller is under some duress, there are occasions when buyers,
not sellers are under duress or time pressure and, therefore, willing to pay a
premium value.
SECURITIZED VALUE OR LEASE ENCUMBERED VALUE
Securitized Value or Lease Encumbered Value is the Appraiser's opinion of the
value of an asset, under lease, given a specified lease payment stream (rents
and term), and estimated future residual value at lease termination, and an
appropriate discount rate.
The lease encumbered residual value may include consideration of lease
termination conditions and remaining maintenance reserves, if any. The
Securitized Value or Lease-Encumbered Value may be more or less than the
Appraiser's opinion of Current Market Value, taking into account various
factors, such as, the credit risks associated with the parties involved, the
time-value of money to those parties, provisions of the lease that may pertain
to items such as security deposits, purchase options at various dates, term
extensions, sub-lease rights, repossession rights, reserve payments and return
conditions.
American Airlines
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III. AIRCRAFT SPECIFICATIONS
[PHOTO]
BOEING-DOUGLAS MD-83
Aircraft Specifications (for this fleet):
Passenger Seating: 20F/120Y
MGTOW: 160,000 LBS [AIRCRAFT SCHEMATIC]
Powerplant: JT8D-219
Range: 2160 SM
Average Cycles: 3459.2
Average Hours: 6893
American Airlines
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[AIRCRAFT PHOTO N788AN]
BOEING 777-200ER
Aircraft Specifications (for this fleet):
Passenger Seating: 18F/56B/163Y
MGTOW: 648,000 LBS [777-200 AIRCRAFT SCHEMATIC]
Powerplant: TRENT-892
Range: 5500 SM
Average Cycles: 502
Average Hours: 3049
[AIRCRAFT PHOTO N944AN]
BOEING 737-800
Aircraft Specifications (for this fleet):
Passenger Seating: 20F/126Y
MGTOW: 174,200 LBS [737-800 AIRCRAFT SCHEMATIC]
Powerplant: CFM56-7B26
Range: 2900 SM
Average Cycles: 477.40
Average Hours: 1213.30
American Airlines
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IV. CURRENT MARKET CONDITIONS
[PICTURE] BOEING/DOUGLAS MD-80 FAMILY
MD-83
The Boeing MD-80 family of relatively quiet and fuel-efficient twinjets was
initially certified by the Federal Aviation Administration in August 1980, and
the first aircraft of the series entered airline service in October 1980. The
final aircraft, an -83 model, was delivered to Trans World Airlines in December
1999. This ended a nineteen-year production run of 1,212 aircraft. Of those
built, 1,179 remain in operation; three have been retired, 21 parked, and 12
destroyed.
The MD-80's Pratt & Whitney JT8D-200 Series engines, combined with its efficient
aerodynamic design, allow it to meet all current Stage III noise regulations
while incurring operating costs among the lowest in commercial aviation.
MD-80's are rugged and proven aircraft, well liked by flight crews for their
excellent handling characteristics, and appreciated by maintenance personnel for
their mechanical reliability, simplicity and relatively low maintenance costs.
The MD-80 series of aircraft have an excellent operational safety record;
combined with MD-90s, the type has a very low "hull loss" accident rate of 0.43
per million departures.
MD-80 Series operators range from the largest foreign and domestic trunk
carriers to new startup airlines and charter operators. American Airlines
operates the largest number of MD-80s, a fleet of 275. The large number in
operation worldwide ensures that support is widely available and economical.
Highly reliable MD-80 series aircraft fly to more than 420 airports worldwide,
with 4,800 daily flights. They have flown more than 36 million hours and 24
million flights since
American Airlines
Job File #01156
Page 7 of 15
entering service in 1980, covering over 13 billion miles, carrying more than 1.9
billion passengers.
Early MD-80 models were built with conventional flight instruments. Later
variants were delivered equipped with four-tube Honeywell Electronic Flight
Instrument Systems (EEIS) suites.
STAGE 3 -
The subject aircraft complies with the currently effective Stage III / Chapter
III aircraft noise limitations. However, the FAA and the ICAO are currently
planning the adoption of more stringent Stage IV noise regulations. The severity
of the proposed new regulations, or the schedule of their implementation has not
been determined, but when enacted and effective may limit the continued
utilization of the subject aircraft in most areas of the world.
MD-83 GEOGRAPHICAL DISTRIBUTION (AS OF MARCH 2001)
AIRCRAFT ORDERED: 284 CANCELLED: 2 DESTROYED: 2
DELIVERED: 282 OPERATORS: 31
BACKLOG: 0 OPERATED: 265
[MAP]
American Airlines
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[PICTURE]
BOEING 777-200
The 777 family of widebody twin-engine aircraft was designed to fill the gap in
Boeing's product line between the 767 and 747. The 777-200 twinjet seats from
305 to 328 passengers in a typical three-class configuration. The initial
777-200, which was first delivered in May 1995, has a range of up to 5,925
miles.
The 777-200ER (extended range) was first delivered in February 1997. This model
is capable of flying the same number of passengers up to 8,861 miles. The --200
models can accommodate up to 32 LD-3 containers plus 600 cubic feet of bulk
cargo underfloor.
The latest 777 derivative is the 777-300, a stretched version that provides
seating for 328 to 394 passengers in a typical three-class configuration. The
first airplane was delivered in May 1998. The --300 can accommodate up to 44
LD-3 containers plus bulk cargo underfloor.
Boeing recently launched 777-200 and -300 Longer-Range derivatives. The 777-200
derivative is expected to be the longest-range airplane in the world, while
Boeing hopes the 777-300 derivative becomes a popular replacement for early
747s. Proposed first delivery will be late 2003 (first model), with the second
model following four to six months later.
The 777's systems are among the most modern of any aircraft, with triple
redundant fly-by-wire flight controls, five-tube EFIS/EICAS displays, and
computerized controls and monitors for all critical systems.
The 777 family of aircraft has excellent operating economics, with trip costs
relative to its number of seats among the lowest among widebody twins. The
aircraft has been
American Airlines
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approved for 180-minute ETOPS operations, and all requirements for ETOPS are
incorporated in the basic model design.
The 777 aircraft remains to be the superstar in Boeing's widebody product line.
As airlines are directing their efforts to more point to point services and are
cutting down capacities, the 777 is fitting in the long-haul markets once served
by the larger 747s.
BOEING 777-200ER GEOGRAPHICAL DISTRIBUTION (AS OF MARCH 2001)
AIRCRAFT ORDERED: 408 CANCELLED: 27 DESTROYED: 0
DELIVERED: 215 OPERATORS: 22
BACKLOG: 166 OPERATED: 215
[GLOBE]
American Airlines
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[PICTURE] BOEING 737 NEW GENERATION
737-800
Boeing began replacing the trio of B-737-300/-400/-500s with upgraded new
generation versions beginning with the B-737-700 in 1997. Southwest Airlines'
order for 63 of the series officially launched the program in late 1993, and new
orders increased rapidly. Boeing ramped-up production to 279 last year for the
New Generation aircraft.
The fuselage of the new aircraft mirror that of the old (which were out-growths
of the original -100s and -200s). Upgraded avionics, a new wing design, and
other improvements combine to increase range, efficiency, and performance in
general. The CFM56-7 is the exclusive engine for the 3rd generation. However,
Boeing is losing market share to the more comfortable, wider A320 family.
Prospects for the 3rd generation B-737 jets were thought to be considerably
enhanced by the discontinuation of the MD-80/-90 series. The MD-95 has been
adopted by Boeing as its 100-seat competitor under the aegis of B-717, competing
with its own B-737-600. Airbus is becoming more aggressive with its
A318/319/320/321 high-tech series and winning an increasing share of orders.
During 2000 Airbus had 388 narrowbody orders, while Boeing had 443.
As the industry passes the peak of the current cycle, the prospects for a
downturn increase, together with deferrals and cancellations of orders for both
manufacturers.
American Airlines
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BOEING 737-800 GEOGRAPHICAL DISTRIBUTION (AS OF MARCH 2001)
AIRCRAFT ORDERED: 828 CANCELLED: 45 DESTROYED: 0
DELIVERED: 419 OPERATORS: 48
BACKLOG: 364 OPERATED: 418
[GLOBE]
American Airlines Job
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Page 12 of 15
V. VALUATION
In developing the Current Base Value of these aircraft, MBA did not inspect
these aircraft or the historical maintenance documentation, but relied on
partial information supplied by the Client and not independently verified by
MBA. Therefore, we used certain assumptions that are generally accepted industry
practice to calculate the value of aircraft when more detailed information is
not available. The principal assumptions for the aircraft are as follows, for
each aircraft:
1. The aircraft is in good overall condition, or relatively new.
2. The overhaul status of the airframe, engines, landing gear and other
major components are the equivalent of mid-time/mid-life, unless
otherwise stated, or recently delivered new.
3. The historical maintenance documentation has been maintained to
acceptable international standards.
4. The specifications of the aircraft are those most common for an
aircraft of its type and vintage.
5. The aircraft is in a standard airline configuration.
6. The aircraft is current as to all Airworthiness Directives and Service
Bulletins.
7. Its modification status is comparable to that most common for an
aircraft of its type and vintage.
8. Its utilization is comparable to industry averages.
9. There is no history of accident or incident damage.
10. No accounting is made for lease revenues, obligations or terms of
ownership unless otherwise specified.
American Airlines
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AMERICAN AIRLINES 2001-1
--------------------------------------------------------------------------------
Aircraft Aircraft Engine
Number AC Type Vintage MSN Regis. # Type Current Base Value
1 MD83 May-97 53561 N9630A JT8D-219 28.37
2 MD83 Jul-97 53562 N9615W JT8D-219 28.59
3 MD83 Aug-97 53563 N9616G JT8D-219 28.70
4 MD83 Sep-97 53564 N9617R JT8D-219 28.81
5 MD83 Oct-97 53565 N9618A JT8D-219 28.92
6 MD83 Dec-97 53566 N9619V JT8D-219 29.14
7 MD83 Nov-97 53591 N9620D JT8D-219 29.03
8 MD83 Aug-98 53593 N9622A JT8D-219 30.06
9 MD83 Sep-98 53594 N9624T JT8D-219 30.18
10 MD83 Oct-98 53595 N9625W JT8D-219 30.29
11 MD83 Nov-98 53596 N9626F JT8D-219 30.41
12 MD83 Jan-99 53598 N9628W JT8D-219 30.64
13 MD83 Feb-99 53599 N9629H JT8D-219 30.76
14 MD83 May-99 53611 N961TW JT8D-219 31.12
15 MD83 May-99 53612 N962TW JT8D-219 31.12
16 MD83 May-99 53613 N963TW JT8D-219 31.12
17 MD83 Jun-99 53614 N964TW JT8D-219 31.24
18 MD83 Jun-99 53615 N965TW JT8D-219 31.24
19 MD83 Jun-99 53616 N966TW JT8D-219 31.24
20 MD83 Jul-99 53617 N967TW JT8D-219 31.36
21 MD83 Jul-99 53618 N968TW JT8D-219 31.36
22 MD83 Jul-99 53619 N969TW JT8D-219 31.36
23 MD83 Aug-99 53620 N970TW JT8D-219 31.48
24 MD83 Aug-99 53621 N971TW JT8D-219 31.48
25 MD83 Aug-99 53622 N972TW JT8D-219 31.48
26 MD83 Oct-99 53627 N9677W JT8D-219 31.72
27 MD83 Nov-99 53629 N979TW JT8D-219 31.84
28 MD83 Nov-99 53630 N980TW JT8D-219 31.84
29 MD83 Nov-99 53631 N9681B JT8D-219 31.84
30 MD83 Dec-99 53632 N982TW JT8D-219 31.96
31 MD83 Dec-99 53633 N983TW JT8D-219 31.96
32 MD83 Dec-99 53634 N984TW JT8D-219 31.96
33 B777-223ER May-00 30011 N788AN RB211-Trent 892-17 133.66
34 B777-223ER Jun-00 30252 N789AN RB211-Trent 892-17 134.35
35 B777-223ER Jun-00 30251 N790AN RB211-Trent 892-17 134.35
36 B777-223ER Jun-00 30254 N791AN RB211-Trent 892-17 134.35
37 B737-823 Jun-00 30082 N937AN CFM56-7B 46.74
38 B737-823 Sep-00 29535 N944AN CFM56-7B 47.50
39 B737-823 Sep-00 30085 N945AN CFM56-7B 47.50
40 B737-823 Sep-00 30600 N946AN CFM56-7B 47.50
41 B737-823 Dec-00 30088 N952AA CFM56-7B 48.25
42 B737-823 Jan-01 29539 N953AN CFM56-7B 48.53
43 B737-823 Jan-01 30089 N954AN CFM56-7B 48.53
44 B737-823 Feb-01 29540 N955AN CFM56-7B 48.63
45 B737-823 Feb-01 30090 N956AN CFM56-7B 48.63
46 B737-823 Mar-01 29541 N957AN CFM56-7B 48.73
American Airlines
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VI. COVENANTS
This report has been prepared for the exclusive use of American Airlines and
shall not be provided to other parties by MBA without the express consent of
American Airlines. MBA certifies that this report has been independently
prepared and that it fully and accurately reflects MBA's opinion as to the
Current Base Value. MBA further certifies that it does not have, and does not
expect to have, any financial or other interest in the subject or similar
aircraft.
This report represents the opinion of MBA as to the Current Base Value of the
subject aircraft and is intended to be advisory only, in nature. Therefore, MBA
assumes no responsibility or legal liability for any actions taken, or not
taken, by American Airlines or any other party with regard to the subject
aircraft. By accepting this report, all parties agree that MBA shall bear no
such responsibility or legal liability.
This report has been prepared by:
/s/ BRYSON P. MONTELEONE
BRYSON P. MONTELEONE
DIRECTOR OF OPERATIONS
Reviewed by:
/s/ MORTEN S. BEYER
APRIL 25, 2001 MORTEN S. BEYER, APPRAISER FELLOW
CHAIRMAN & CEO
ISTAT CERTIFIED SENIOR APPRAISER
American Airlines
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APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
III-1
APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
SERIES A-1 EQUIPMENT NOTES
REGULAR
DISTRIBUTION DATE N9630A N9615W N9616G N9617R N9618A N9619V N9620D
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001.............. 883,731.67 0.00 0.00 510,888.15 509,324.80 628,185.82 710,309.23
May 23, 2002................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2002.............. 148,610.68 442,420.53 540,706.01 328,358.83 182,271.23 178,209.36 218,837.21
May 23, 2003................... 312,374.38 360,286.41 354,113.72 409,255.25 349,685.00 345,182.67 386,389.28
November 23, 2003.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004................... 375,606.44 426,982.12 420,363.21 428,872.72 415,614.32 410,786.51 451,145.19
November 23, 2004.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005................... 443,409.68 498,499.40 491,401.99 450,700.93 486,309.80 481,132.98 520,582.42
November 23, 2005.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006................... 455,781.41 514,853.67 507,243.18 492,880.14 501,782.86 496,231.80 534,706.28
November 23, 2006.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007................... 355,624.31 332,683.36 324,522.69 519,519.58 318,667.64 288,682.31 382,816.82
November 23, 2007.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2008................... 798,701.69 0.00 35,851.59 545,168.56 51,242.84 159,481.10 546,256.18
November 23, 2008.............. 0.00 0.00 0.00 0.00 0.00 475.35 0.00
May 23, 2009................... 316,888.83 491,596.65 572,915.96 571,564.35 572,184.71 572,966.35 570,658.81
November 23, 2009.............. 337.21 0.00 988.70 503.99 16.55 0.00 1,667.19
May 23, 2010................... 616,641.67 616,459.64 614,749.67 615,985.82 615,182.20 614,641.44 614,364.49
November 23, 2010.............. 257.21 0.00 421.41 0.00 0.00 606.45 1,046.09
May 23, 2011................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2011.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2012................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2012.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2013................... 487,581.23 58,600.78 111,991.46 344,732.35 257,945.09 225,726.10 563,696.78
November 23, 2013.............. 0.00 0.00 421.33 0.00 1,173.62 0.00 719.19
May 23, 2014................... 677,577.50 676,819.07 677,216.50 677,035.27 676,842.17 676,409.11 676,670.48
November 23, 2014.............. 0.00 549.62 518.82 129.90 0.00 426.02 817.26
May 23, 2015................... 705,771.28 705,301.15 704,673.41 706,259.70 705,985.52 706,366.61 704,881.42
November 23, 2015.............. 0.00 64.67 777.92 389.98 0.00 0.00 1,078.77
May 23, 2016................... 771,684.63 735,982.13 734,659.04 734,996.38 735,323.88 735,210.08 734,301.69
November 23, 2016.............. 0.00 0.00 64.77 0.00 0.00 98.27 424.97
May 23, 2017................... 728,778.28 764,981.74 765,649.20 766,008.50 765,086.52 765,561.03 765,062.60
November 23, 2017.............. 80.47 565.81 875.33 0.00 423.69 0.00 228.83
May 23, 2018................... 810,846.01 810,905.76 811,470.14 810,868.97 811,213.30 810,776.34 836,028.52
November 23, 2018.............. 482.20 161.67 0.00 487.58 326.04 81.88 0.00
May 23, 2019................... 256,217.37 256,534.96 255,443.36 256,403.53 256,061.08 256,312.36 232,015.72
November 23, 2019.............. 0.00 172,700.41 680.40 0.00 162.98 0.00 81.73
May 23, 2020................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2020.............. 396,220.74 223,336.50 396,018.53 396,023.52 396,071.58 396,595.84 396,358.87
May 23, 2021................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
REGULAR
DISTRIBUTION DATE N9622A N9624T N9625W N9626F N9628W N9629H N961TW
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001.............. 286,392.10 322,058.88 375,898.01 428,053.22 551,437.87 558,953.42 656,523.87
May 23, 2002................... 0.00 0.00 0.00 0.00 0.00 0.00 187,186.44
November 23, 2002.............. 185,535.06 181,658.10 179,199.12 175,983.14 202,005.54 198,303.64 0.00
May 23, 2003................... 353,302.75 349,005.39 346,279.76 342,715.05 371,559.26 367,455.93 348,367.17
November 23, 2003.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004................... 419,493.61 414,885.58 411,962.91 408,140.50 439,069.91 434,669.95 414,201.23
November 23, 2004.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005................... 490,469.53 485,528.37 482,394.42 478,295.68 511,461.04 506,742.99 484,794.55
November 23, 2005.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006................... 506,243.30 500,944.94 497,584.43 493,189.38 528,752.33 523,693.21 500,158.07
November 23, 2006.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007................... 323,450.53 317,769.15 314,165.69 309,452.92 498,718.60 493,293.74 468,057.21
November 23, 2007.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2008................... 49,602.23 108,583.52 160,417.68 218,729.35 101,916.35 160,501.60 410,641.68
November 23, 2008.............. 0.00 281.88 0.00 0.00 162.95 0.00 1,769.07
May 23, 2009................... 560,932.80 561,874.98 560,339.46 560,884.96 526,830.00 527,582.52 525,948.03
November 23, 2009.............. 0.00 0.00 1,344.97 849.20 0.00 343.73 0.00
May 23, 2010................... 591,191.00 591,024.54 590,316.92 589,263.25 553,315.29 553,663.35 553,113.08
November 23, 2010.............. 0.00 430.57 0.00 1,615.28 0.00 769.41 1,685.26
May 23, 2011................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2011.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2012................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2012.............. 0.00 0.00 0.00 0.00 0.00 0.00 9,250.07
May 23, 2013................... 141,898.86 198,973.90 193,208.83 233,968.36 141,884.02 142,439.29 145,169.98
November 23, 2013.............. 58,963.74 0.00 0.00 0.00 141,883.95 142,439.58 145,169.65
May 23, 2014................... 594,230.23 653,447.84 654,440.51 653,546.82 189,178.89 189,918.97 402,136.66
November 23, 2014.............. 990.89 198.79 0.00 0.00 189,178.60 189,919.25 267.03
May 23, 2015................... 698,382.91 696,774.53 697,970.34 697,329.91 403,342.24 422,569.93 645,587.70
November 23, 2015.............. 0.00 364.40 0.00 1,065.88 1,076.24 360.29 0.00
May 23, 2016................... 726,824.45 727,481.23 727,432.81 727,573.04 687,110.06 687,605.65 688,604.92
November 23, 2016.............. 0.00 563.15 166.21 0.00 391.55 1,145.90 0.00
May 23, 2017................... 758,436.98 758,750.78 757,725.98 757,816.68 717,867.91 717,272.32 716,504.22
November 23, 2017.............. 0.00 0.00 730.69 399.71 0.00 163.57 667.27
May 23, 2018................... 788,364.82 787,966.51 788,882.88 788,259.86 747,843.10 747,004.49 747,039.89
November 23, 2018.............. 495.47 463.76 199.25 0.00 0.00 0.00 200.26
May 23, 2019................... 836,559.85 836,643.16 836,464.87 837,438.61 778,111.67 777,997.29 778,977.19
November 23, 2019.............. 660.64 82.77 0.00 0.00 0.00 573.03 0.00
May 23, 2020................... 263,437.90 264,665.11 264,234.21 263,713.67 824,558.22 824,592.90 824,296.79
November 23, 2020.............. 271,691.33 179,467.42 78,135.05 0.00 815.46 573.03 250.25
May 23, 2021................... 137,091.64 228,626.93 330,174.05 408,518.82 662,940.93 663,079.77 663,525.58
REGULAR
DISTRIBUTION DATE N962TW N963TW
----------------- ---------- ----------
November 23, 2001.............. 660,269.96 669,354.46
May 23, 2002................... 185,069.69 207,712.88
November 23, 2002.............. 0.00 0.00
May 23, 2003................... 346,097.40 345,073.82
November 23, 2003.............. 0.00 0.00
May 23, 2004................... 411,767.37 410,669.79
November 23, 2004.............. 0.00 0.00
May 23, 2005................... 482,184.75 484,683.14
November 23, 2005.............. 0.00 0.00
May 23, 2006................... 497,359.60 434,624.55
November 23, 2006.............. 0.00 0.00
May 23, 2007................... 465,056.43 603,335.63
November 23, 2007.............. 0.00 0.00
May 23, 2008................... 420,594.09 355,434.89
November 23, 2008.............. 1,769.07 1,769.07
May 23, 2009................... 525,948.03 525,948.03
November 23, 2009.............. 0.00 0.00
May 23, 2010................... 553,113.08 553,113.09
November 23, 2010.............. 1,685.26 1,685.26
May 23, 2011................... 0.00 0.00
November 23, 2011.............. 0.00 0.00
May 23, 2012................... 0.00 0.00
November 23, 2012.............. 38,928.20 0.00
145,169.9
May 23, 2013................... 7 145,169.97
November 23, 2013.............. 145,169.65 145,169.64
May 23, 2014................... 402,136.66 402,136.66
November 23, 2014.............. 267.03 267.03
May 23, 2015................... 645,587.70 645,587.70
November 23, 2015.............. 0.00 0.00
May 23, 2016................... 688,604.92 688,604.92
November 23, 2016.............. 0.00 0.00
May 23, 2017................... 716,504.22 716,504.22
November 23, 2017.............. 667.27 667.27
May 23, 2018................... 747,039.89 747,039.89
November 23, 2018.............. 200.26 200.26
May 23, 2019................... 778,977.19 778,977.19
November 23, 2019.............. 0.00 0.00
May 23, 2020................... 824,296.79 824,296.79
November 23, 2020.............. 250.25 250.25
May 23, 2021................... 663,525.58 663,525.58
III-2
APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
SERIES A-1 EQUIPMENT NOTES
REGULAR
DISTRIBUTION DATE N964TW N965TW N966TW N967TW N968TW N969TW N970TW
----------------- ---------- ---------- ---------- ------------ ------------ ------------ ------------
November 23, 2001............ 786,217.00 876,160.41 935,528.27 1,160,061.75 1,454,766.22 1,548,862.44 1,552,776.14
May 23, 2002................. 208,466.48 170,969.37 163,275.07 140,324.03 113,366.36 99,581.66 97,176.10
November 23, 2002............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003................. 342,004.11 331,679.15 323,781.54 300,651.26 273,710.91 259,833.30 257,229.46
November 23, 2003............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004................. 411,583.81 397,008.20 388,892.58 365,570.10 338,648.33 324,671.08 321,854.63
November 23, 2004............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005................. 483,679.64 467,060.00 458,710.62 435,182.04 408,280.20 394,196.12 391,151.69
November 23, 2005............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006................. 435,959.21 481,842.86 473,242.82 449,493.24 422,612.77 408,414.12 405,125.23
November 23, 2006............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007................. 601,579.69 514,078.44 447,396.60 433,440.75 419,909.40 406,836.12 407,996.16
November 23, 2007............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2008................. 358,183.57 399,801.16 447,772.11 384,396.00 237,824.97 226,724.33 239,422.82
November 23, 2008............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2009................. 525,727.84 525,727.84 525,727.84 526,048.01 526,048.01 526,048.01 526,114.13
November 23, 2009............ 1,455.67 1,455.67 1,455.67 1,006.16 1,006.16 1,006.16 956.31
May 23, 2010................. 554,423.71 554,423.71 554,423.71 553,015.96 553,015.96 553,015.96 553,141.18
November 23, 2010............ 0.00 0.00 0.00 738.19 738.19 738.19 687.89
May 23, 2011................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2011............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2012................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2012............ 0.00 34,764.37 86,828.13 0.00 0.00 0.00 26,231.12
May 23, 2013................. 145,570.72 145,570.71 145,570.72 145,910.02 145,910.02 145,910.02 145,956.42
November 23, 2013............ 145,570.72 145,570.71 145,570.72 145,910.01 145,910.02 145,910.02 145,956.41
May 23, 2014................. 417,972.35 417,972.35 417,972.35 430,015.73 430,015.73 430,015.73 431,997.37
November 23, 2014............ 0.00 0.00 0.00 1,106.88 1,106.88 1,106.88 1,040.20
May 23, 2015................. 644,861.51 644,861.51 644,861.51 644,453.05 644,453.05 644,453.05 644,590.13
November 23, 2015............ 0.00 0.00 0.00 771.46 771.46 771.46 0.00
May 23, 2016................. 687,997.56 687,997.56 687,997.56 688,024.83 688,024.83 688,024.83 688,880.66
November 23, 2016............ 702.56 702.56 702.56 301.86 301.86 301.86 0.00
May 23, 2017................. 716,977.81 716,977.81 716,977.81 716,804.35 716,804.35 716,804.35 717,199.53
November 23, 2017............ 267.76 267.76 267.76 0.00 0.00 0.00 0.00
May 23, 2018................. 747,397.05 747,397.05 747,397.05 747,428.69 747,428.69 747,428.69 747,531.42
November 23, 2018............ 0.00 0.00 0.00 838.54 838.54 838.54 0.00
May 23, 2019................. 778,318.16 778,318.16 778,318.16 777,583.47 777,583.47 777,583.47 778,534.76
November 23, 2019............ 0.00 0.00 0.00 587.01 587.01 587.01 0.00
May 23, 2020................. 825,068.23 825,068.23 825,068.23 824,895.26 824,895.26 824,895.26 824,569.70
November 23, 2020............ 83.69 83.69 83.69 0.00 0.00 0.00 0.00
May 23, 2021................. 663,518.13 663,518.13 663,518.13 663,136.27 663,136.27 663,136.27 663,346.56
REGULAR
DISTRIBUTION DATE N971TW N972TW N9677W N979TW N980TW N9681B N982TW
----------------- ------------ ------------ ---------- ------------ ------------ ------------ ------------
November 23, 2001............ 1,520,227.30 1,523,607.69 969,204.35 1,441,993.18 1,410,506.92 1,205,799.12 1,414,751.98
May 23, 2002................. 95,275.39 92,150.78 182,850.23 86,762.85 85,057.17 141,904.80 109,559.13
November 23, 2002............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003................. 255,191.35 251,840.85 325,281.54 245,320.82 243,491.83 302,088.51 244,039.02
November 23, 2003............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004................. 319,669.18 316,076.47 390,263.12 308,342.51 306,381.29 366,853.46 306,664.84
November 23, 2004............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005................. 388,808.25 384,955.81 484,405.11 375,920.15 373,817.15 436,300.40 373,818.00
November 23, 2005............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006................. 402,612.38 398,481.44 433,922.76 388,049.98 415,826.61 450,434.65 434,809.00
November 23, 2006............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007................. 405,301.65 351,990.18 496,570.81 448,847.15 460,155.66 425,515.81 460,190.00
November 23, 2007............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2008................. 285,646.73 353,360.54 463,718.49 810,299.09 807,599.38 466,820.60 803,105.16
November 23, 2008............ 0.00 268.47 0.00 0.00 0.00 0.00 0.00
May 23, 2009................. 526,114.13 526,114.09 527,260.48 215,592.73 218,292.43 525,411.09 224,510.83
November 23, 2009............ 956.31 0.00 0.00 643.53 643.53 643.53 0.00
May 23, 2010................. 553,141.18 554,869.17 553,598.56 553,728.04 553,728.04 553,728.04 555,033.00
November 23, 2010............ 687.89 0.00 472.35 0.00 0.00 0.00 0.00
May 23, 2011................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2011............ 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2012................. 0.00 0.00 0.00 15,673.21 48,440.46 0.00 77,249.18
November 23, 2012............ 81,854.13 0.00 30,051.85 147,344.65 147,344.64 0.00 112,322.97
May 23, 2013................. 145,956.41 253,762.86 287,335.89 310,406.39 310,406.39 308,577.03 331,993.00
November 23, 2013............ 145,956.42 38,150.01 6,242.70 0.00 0.00 1,829.36 0.00
May 23, 2014................. 433,037.57 578,188.62 610,086.90 616,171.67 616,171.67 615,816.04 616,929.99
November 23, 2014............ 0.00 0.00 860.70 0.00 0.00 355.63 0.00
May 23, 2015................. 644,590.13 644,556.87 645,603.06 645,572.97 645,572.97 645,572.97 645,371.00
November 23, 2015............ 0.00 838.62 0.00 0.00 0.00 0.00 340.00
May 23, 2016................. 688,880.66 687,941.13 687,379.09 688,760.02 688,760.02 688,760.02 688,126.00
November 23, 2016............ 0.00 939.52 67.57 0.00 0.00 0.00 509.99
May 23, 2017................. 717,199.53 717,434.37 717,614.45 716,129.10 716,129.10 716,129.10 717,230.00
November 23, 2017............ 0.00 0.00 472.30 0.00 0.00 0.00 0.00
May 23, 2018................. 747,531.42 746,625.50 747,545.98 748,510.83 748,510.83 748,510.82 747,456.00
November 23, 2018............ 0.00 671.08 0.00 0.00 0.00 0.00 510.00
May 23, 2019................. 778,534.76 777,930.78 777,949.83 777,573.51 777,573.51 777,573.51 777,920.00
November 23, 2019............ 0.00 603.97 135.02 0.00 0.00 0.00 0.00
May 23, 2020................. 824,569.70 824,905.22 824,635.61 825,079.38 825,079.38 825,079.38 825,213.99
November 23, 2020............ 0.00 0.00 421.80 254.07 254.07 254.07 0.00
May 23, 2021................. 663,346.56 663,011.04 663,082.96 663,559.14 663,559.14 663,559.14 662,999.99
REGULAR
DISTRIBUTION DATE N983TW N984TW
----------------- ------------ ------------
November 23, 2001............ 1,383,921.24 1,388,572.96
May 23, 2002................. 110,984.53 108,404.68
November 23, 2002............ 0.00 0.00
May 23, 2003................. 241,808.85 239,042.50
November 23, 2003............ 0.00 0.00
May 23, 2004................. 304,273.44 301,307.11
November 23, 2004............ 0.00 0.00
May 23, 2005................. 407,844.91 411,505.72
November 23, 2005............ 0.00 0.00
May 23, 2006................. 434,808.99 434,809.00
November 23, 2006............ 0.00 0.00
May 23, 2007................. 460,190.00 460,189.99
November 23, 2007............ 0.00 0.00
May 23, 2008................. 761,292.22 752,077.37
November 23, 2008............ 0.00 0.00
May 23, 2009................. 266,323.77 275,538.62
November 23, 2009............ 0.00 0.00
May 23, 2010................. 555,032.99 555,033.00
November 23, 2010............ 0.00 0.00
May 23, 2011................. 0.00 0.00
November 23, 2011............ 0.00 0.00
May 23, 2012................. 149,108.70 181,219.91
November 23, 2012............ 107,454.19 99,140.20
May 23, 2013................. 331,992.99 340,306.99
November 23, 2013............ 0.00 0.00
May 23, 2014................. 616,930.00 608,616.00
November 23, 2014............ 0.00 0.00
May 23, 2015................. 645,371.00 645,370.99
November 23, 2015............ 339.99 339.99
May 23, 2016................. 688,125.99 688,125.99
November 23, 2016............ 510.00 509.99
May 23, 2017................. 717,230.00 717,229.99
November 23, 2017............ 0.00 0.00
May 23, 2018................. 747,455.99 747,455.99
November 23, 2018............ 509.99 509.99
May 23, 2019................. 777,919.99 777,919.99
November 23, 2019............ 0.00 0.00
May 23, 2020................. 825,213.99 825,213.99
November 23, 2020............ 0.00 0.00
May 23, 2021................. 663,000.00 663,000.00
III-3
APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
SERIES A-1 EQUIPMENT NOTES
REGULAR
DISTRIBUTION DATE N937AN N944AN N945AN N946AN N952AA N953AN N954AN
----------------- ------------ ---------- ---------- ---------- ---------- ------------ ------------
November 23, 2001....... 1,096,739.54 833,040.00 833,040.00 833,040.00 846,720.00 1,416,175.50 1,416,175.50
May 23, 2002............ 160,155.41 159,832.99 159,832.99 159,832.99 162,457.73 160,956.33 160,956.33
November 23, 2002....... 163,701.29 163,411.34 163,411.34 163,411.34 166,094.85 164,559.83 164,559.83
May 23, 2003............ 167,247.16 166,989.69 166,989.69 166,989.69 169,731.96 168,163.33 168,163.33
November 23, 2003....... 170,793.04 170,568.04 170,568.04 170,568.04 173,369.07 171,766.83 171,766.83
May 23, 2004............ 174,338.92 174,146.39 174,146.39 174,146.39 177,006.19 175,370.33 175,370.33
November 23, 2004....... 177,884.79 177,724.74 177,724.74 177,724.74 180,643.30 178,973.83 178,973.83
May 23, 2005............ 181,430.67 181,303.09 181,303.09 181,303.09 184,280.41 182,577.33 182,577.33
November 23, 2005....... 184,976.55 184,881.44 184,881.44 184,881.44 187,917.53 186,180.83 186,180.83
May 23, 2006............ 188,522.42 188,459.79 188,459.79 188,459.79 191,554.64 189,784.33 189,784.33
November 23, 2006....... 192,068.30 192,038.14 192,038.14 192,038.14 195,191.75 193,387.83 193,387.83
May 23, 2007............ 195,614.18 195,616.49 195,616.49 195,616.49 198,828.87 196,991.33 196,991.33
November 23, 2007....... 199,160.05 199,194.85 199,194.85 199,194.85 202,465.98 200,594.83 200,594.83
May 23, 2008............ 202,705.93 202,773.20 202,773.20 202,773.20 206,103.09 204,198.33 204,198.33
November 23, 2008....... 206,251.80 206,351.55 206,351.55 206,351.55 209,740.21 207,801.83 207,801.83
May 23, 2009............ 296,080.67 298,792.27 298,792.27 298,792.27 303,698.97 300,892.25 300,892.25
November 23, 2009....... 211,570.62 211,719.07 211,719.07 211,719.07 215,195.88 213,207.08 213,207.08
May 23, 2010............ 390,371.90 385,943.22 385,943.22 385,943.22 386,944.02 386,371.55 386,371.55
November 23, 2010....... 39,585.46 39,828.25 39,828.25 39,828.25 43,475.76 41,389.32 41,389.32
REGULAR
DISTRIBUTION DATE N955AN N956AN N957AN N788AN N789AN N790AN N791AN
----------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
November 23, 2001....... 1,419,810.75 1,419,909.00 1,146,600.42 3,148,482.68 3,154,062.84 3,154,381.70 3,155,271.57
May 23, 2002............ 161,369.50 161,380.67 160,004.79 459,768.73 460,583.59 460,630.15 460,653.44
November 23, 2002....... 164,982.25 164,993.67 163,627.54 469,948.11 470,781.01 470,828.61 470,852.41
May 23, 2003............ 168,595.00 168,606.67 167,250.29 480,127.49 480,978.44 481,027.06 481,051.37
November 23, 2003....... 172,207.75 172,219.67 170,873.04 490,306.87 491,175.86 491,225.52 491,250.34
May 23, 2004............ 175,820.50 175,832.67 174,495.79 500,486.25 501,373.28 501,423.97 501,449.31
November 23, 2004....... 179,433.25 179,445.67 178,118.54 510,665.64 511,570.70 511,622.42 511,648.28
May 23, 2005............ 183,046.00 183,058.67 181,741.29 520,845.02 521,768.13 521,820.88 521,847.25
November 23, 2005....... 186,658.75 186,671.67 185,364.04 531,024.40 531,965.55 532,019.33 532,046.22
May 23, 2006............ 190,271.50 190,284.67 188,986.79 541,203.78 542,162.97 542,217.78 542,245.19
November 23, 2006....... 193,884.25 193,897.67 192,609.54 551,383.16 552,360.40 552,416.24 552,444.16
May 23, 2007............ 197,497.00 197,510.67 196,232.29 561,562.54 562,557.82 562,614.69 562,643.13
November 23, 2007....... 201,109.75 201,123.67 199,855.04 571,741.92 572,755.24 572,813.14 572,842.10
May 23, 2008............ 204,722.50 204,736.67 203,477.79 581,921.31 582,952.66 583,011.60 583,041.07
November 23, 2008....... 208,335.25 208,349.67 207,100.54 592,100.69 593,150.09 593,210.05 593,240.03
May 23, 2009............ 301,664.62 301,685.50 302,499.62 849,978.35 851,484.79 851,570.88 851,613.92
November 23, 2009....... 213,754.38 213,769.17 212,534.67 607,369.76 608,446.22 608,507.73 608,538.49
May 23, 2010............ 386,529.08 386,533.34 381,609.64 187,667.44 188,000.05 188,019.05 188,028.56
November 23, 2010....... 41,963.48 41,979.00 40,772.83 779,654.55 780,783.42 780,847.93 780,880.22
III-4
APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
SERIES A-2 EQUIPMENT NOTES
REGULAR
DISTRIBUTION DATE N9630A N9615W N9616G N9617R N9618A N9619V N9620D
----------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
November 23, 2001...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2002........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2002...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2003...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2004...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2005...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2006...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2007...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2008........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2008...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2009........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2009...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011........... 2,020,198.87 2,448,523.27 2,395,243.39 2,161,699.34 2,249,253.31 2,282,267.12 1,943,187.30
REGULAR
DISTRIBUTION DATE N9622A N9624T N9625W N9626F N9628W N9629H N961TW
----------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
November 23, 2001...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2002........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2002...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2003...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2004...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2005...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2006...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2007...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2008........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2008...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2009........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2009...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011........... 2,423,672.57 2,367,383.22 2,372,055.42 2,332,172.86 2,692,013.35 2,669,608.40 2,409,760.58
REGULAR
DISTRIBUTION DATE N962TW N963TW
----------------- ------------ ------------
November 23, 2001...... 0.00 0.00
May 23, 2002........... 0.00 0.00
November 23, 2002...... 0.00 0.00
May 23, 2003........... 0.00 0.00
November 23, 2003...... 0.00 0.00
May 23, 2004........... 0.00 0.00
November 23, 2004...... 0.00 0.00
May 23, 2005........... 0.00 0.00
November 23, 2005...... 0.00 0.00
May 23, 2006........... 0.00 0.00
November 23, 2006...... 0.00 0.00
May 23, 2007........... 0.00 0.00
November 23, 2007...... 0.00 0.00
May 23, 2008........... 0.00 0.00
November 23, 2008...... 0.00 0.00
May 23, 2009........... 0.00 0.00
November 23, 2009...... 0.00 0.00
May 23, 2010........... 0.00 0.00
November 23, 2010...... 0.00 0.00
May 23, 2011........... 2,380,082.45 2,419,010.66
REGULAR
DISTRIBUTION DATE N964TW N965TW N966TW N967TW N968TW N969TW N970TW
----------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
November 23, 2001...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2002........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2002...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2003...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2004...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2005...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2006...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2007...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2008........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2008...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2009........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2009...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011........... 2,402,720.30 2,367,955.93 2,315,892.16 2,389,604.94 2,389,604.94 2,389,604.94 2,361,933.88
REGULAR
DISTRIBUTION DATE N971TW N972TW N9677W N979TW N980TW N9681B N982TW
----------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------
November 23, 2001...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2002........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2002...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2003...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2004...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2005...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2006...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2007...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2008........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2008...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2009........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2009...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010........... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010...... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011........... 2,306,310.87 2,242,124.79 2,178,166.34 2,023,864.94 1,991,097.69 2,186,882.81 1,972,946.83
REGULAR
DISTRIBUTION DATE N983TW N984TW
----------------- ------------ ------------
November 23, 2001...... 0.00 0.00
May 23, 2002........... 0.00 0.00
November 23, 2002...... 0.00 0.00
May 23, 2003........... 0.00 0.00
November 23, 2003...... 0.00 0.00
May 23, 2004........... 0.00 0.00
November 23, 2004...... 0.00 0.00
May 23, 2005........... 0.00 0.00
November 23, 2005...... 0.00 0.00
May 23, 2006........... 0.00 0.00
November 23, 2006...... 0.00 0.00
May 23, 2007........... 0.00 0.00
November 23, 2007...... 0.00 0.00
May 23, 2008........... 0.00 0.00
November 23, 2008...... 0.00 0.00
May 23, 2009........... 0.00 0.00
November 23, 2009...... 0.00 0.00
May 23, 2010........... 0.00 0.00
November 23, 2010...... 0.00 0.00
May 23, 2011........... 1,905,956.09 1,882,158.87
III-5
APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
SERIES A-2 EQUIPMENT NOTES
REGULAR
DISTRIBUTION DATE N937AN N944AN N945AN N946AN N952AA N953AN
----------------- ------------- ------------- ------------- ------------- ------------- -------------
November 23, 2001........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2002............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2002........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2003........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2004........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2005........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2006........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2007........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2008............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2008........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2009............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2009........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011............. 14,552,283.53 15,011,600.15 15,011,600.15 15,011,600.15 15,260,460.98 15,118,108.22
REGULAR
DISTRIBUTION DATE N954AN N955AN N956AN N957AN N788AN N789AN
----------------- ------------- ------------- ------------- ------------- ------------- -------------
November 23, 2001........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2002............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2002........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2003........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2004........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2005........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2006........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2007........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2008............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2008........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2009............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2009........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010............. 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010........ 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011............. 15,118,108.22 15,157,281.97 15,158,340.72 15,528,396.53 42,043,187.27 42,117,954.66
REGULAR
DISTRIBUTION DATE N790AN N791AN
----------------- ------------- -------------
November 23, 2001........ 0.00 0.00
May 23, 2002............. 0.00 0.00
November 23, 2002........ 0.00 0.00
May 23, 2003............. 0.00 0.00
November 23, 2003........ 0.00 0.00
May 23, 2004............. 0.00 0.00
November 23, 2004........ 0.00 0.00
May 23, 2005............. 0.00 0.00
November 23, 2005........ 0.00 0.00
May 23, 2006............. 0.00 0.00
November 23, 2006........ 0.00 0.00
May 23, 2007............. 0.00 0.00
November 23, 2007........ 0.00 0.00
May 23, 2008............. 0.00 0.00
November 23, 2008........ 0.00 0.00
May 23, 2009............. 0.00 0.00
November 23, 2009........ 0.00 0.00
May 23, 2010............. 0.00 0.00
November 23, 2010........ 0.00 0.00
May 23, 2011............. 42,122,227.09 42,124,891.93
III-6
APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
SERIES B EQUIPMENT NOTES
REGULAR
DISTRIBUTION DATE N9630A N9615W N9616G N9617R N9618A N9619V N9620D
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001............. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
May 23, 2002.................. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
November 23, 2002............. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
May 23, 2003.................. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
November 23, 2003............. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
May 23, 2004.................. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
November 23, 2004............. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
May 23, 2005.................. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
November 23, 2005............. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
May 23, 2006.................. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
November 23, 2006............. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
May 23, 2007.................. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
November 23, 2007............. 62,585.93 145,859.58 145,859.58 92,673.17 145,859.58 145,859.58 89,294.08
May 23, 2008.................. 18,627.81 145,859.58 145,859.58 0.00 145,859.58 9,546.21 0.00
November 23, 2008............. 0.00 71,945.93 0.00 0.00 0.00 0.00 0.00
May 23, 2009.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2009............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2011............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2012.................. 145,859.58 145,859.58 145,859.58 106,932.59 145,859.58 145,859.58 31,532.71
November 23, 2012............. 73,507.66 145,859.58 112,747.02 0.00 0.00 0.00 0.00
May 23, 2013.................. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
November 23, 2013............. 80,010.46 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 0.00
May 23, 2014.................. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
November 23, 2014............. 88,786.57 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
May 23, 2015.................. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
November 23, 2015............. 63,315.07 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
May 23, 2016.................. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
November 23, 2016............. 145,859.58 145,859.58 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
May 23, 2017.................. 145,859.58 73,913.65 145,859.58 113,116.88 145,859.58 145,859.58 120,826.80
November 23, 2017............. 145,859.58 0.00 33,112.56 113,116.88 145,859.58 145,859.58 120,826.80
May 23, 2018.................. 145,859.58 0.00 0.00 113,116.88 0.00 136,313.37 120,826.80
November 23, 2018............. 145,859.58 0.00 0.00 26,627.99 0.00 0.00 120,826.80
May 23, 2019.................. 50,745.23 0.00 0.00 0.00 0.00 0.00 120,826.80
REGULAR
DISTRIBUTION DATE N9622A N9624T N9625W N9626F N9628W N9629H N961TW
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001............. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
May 23, 2002.................. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
November 23, 2002............. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
May 23, 2003.................. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
November 23, 2003............. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
May 23, 2004.................. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
November 23, 2004............. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
May 23, 2005.................. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
November 23, 2005............. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
May 23, 2006.................. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
November 23, 2006............. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
May 23, 2007.................. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
November 23, 2007............. 145,859.58 145,859.58 145,859.58 145,859.58 0.00 0.00 0.00
May 23, 2008.................. 78,418.03 69,188.68 8,423.92 0.00 0.00 0.00 0.00
November 23, 2008............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2009.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2009............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2011............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2012.................. 145,859.58 145,859.58 145,859.58 130,128.75 122,639.96 67,485.47 96,158.90
November 23, 2012............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2013.................. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
November 23, 2013............. 145,859.58 145,859.58 145,859.58 99,507.97 145,859.58 145,859.58 49,700.67
May 23, 2014.................. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
November 23, 2014............. 145,859.58 120,112.27 96,381.57 85,318.81 145,859.58 145,859.58 145,859.58
May 23, 2015.................. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
November 23, 2015............. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
May 23, 2016.................. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
November 23, 2016............. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
May 23, 2017.................. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
November 23, 2017............. 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
May 23, 2018.................. 67,441.55 102,418.20 145,859.58 145,859.58 145,859.58 145,859.58 145,859.58
November 23, 2018............. 0.00 0.00 41,054.08 122,623.20 145,859.58 145,859.58 145,859.58
May 23, 2019.................. 0.00 0.00 0.00 0.00 23,219.61 78,374.10 145,859.58
REGULAR
DISTRIBUTION DATE N962TW N963TW
----------------- ---------- ----------
November 23, 2001............. 145,859.58 145,859.58
May 23, 2002.................. 145,859.58 145,859.58
November 23, 2002............. 145,859.58 145,859.58
May 23, 2003.................. 145,859.58 145,859.58
November 23, 2003............. 145,859.58 145,859.58
May 23, 2004.................. 145,859.58 145,859.58
November 23, 2004............. 145,859.58 145,859.58
May 23, 2005.................. 145,859.58 145,859.58
November 23, 2005............. 145,859.58 142,312.48
May 23, 2006.................. 145,859.58 145,859.58
November 23, 2006............. 145,859.58 122,266.96
May 23, 2007.................. 145,859.58 71,667.14
November 23, 2007............. 0.00 0.00
May 23, 2008.................. 0.00 0.00
November 23, 2008............. 0.00 0.00
May 23, 2009.................. 0.00 0.00
November 23, 2009............. 0.00 0.00
May 23, 2010.................. 0.00 0.00
November 23, 2010............. 0.00 0.00
May 23, 2011.................. 0.00 0.00
November 23, 2011............. 0.00 0.00
May 23, 2012.................. 70,863.53 119,259.84
November 23, 2012............. 0.00 0.00
May 23, 2013.................. 145,859.58 145,859.58
November 23, 2013............. 74,996.05 127,931.90
May 23, 2014.................. 145,859.58 145,859.58
November 23, 2014............. 145,859.58 145,859.58
May 23, 2015.................. 145,859.58 145,859.58
November 23, 2015............. 145,859.58 145,859.58
May 23, 2016.................. 145,859.58 145,859.58
November 23, 2016............. 145,859.58 145,859.58
May 23, 2017.................. 145,859.58 145,859.58
November 23, 2017............. 145,859.58 145,859.58
May 23, 2018.................. 145,859.58 145,859.58
November 23, 2018............. 145,859.58 145,859.58
May 23, 2019.................. 145,859.58 145,859.58
III-7
APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
SERIES B EQUIPMENT NOTES
REGULAR
DISTRIBUTION DATE N964TW N965TW N966TW N967TW N968TW N969TW N970TW
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001.............. 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
May 23, 2002................... 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
November 23, 2002.............. 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
May 23, 2003................... 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
November 23, 2003.............. 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
May 23, 2004................... 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
November 23, 2004.............. 141,800.66 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
May 23, 2005................... 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
November 23, 2005.............. 139,868.52 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
May 23, 2006................... 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
November 23, 2006.............. 104,609.24 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
May 23, 2007................... 79,401.23 90,117.58 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
November 23, 2007.............. 0.00 0.00 0.00 0.00 0.00 4,706.15 0.00
May 23, 2008................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2008.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2009................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2009.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2011.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2012................... 140,823.77 97,260.86 49,641.91 160,200.76 175,298.47 181,209.30 181,049.86
November 23, 2012.............. 0.00 0.00 0.00 0.00 32,649.25 128,905.83 103,361.59
May 23, 2013................... 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
November 23, 2013.............. 122,794.49 113,516.98 103,114.45 2,236.37 32,306.56 8,503.36 18,572.68
May 23, 2014................... 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
November 23, 2014.............. 145,859.58 150,447.71 152,756.36 162,437.14 110,342.66 39,093.94 59,115.58
May 23, 2015................... 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
November 23, 2015.............. 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
May 23, 2016................... 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
November 23, 2016.............. 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
May 23, 2017................... 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
November 23, 2017.............. 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
May 23, 2018................... 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
November 23, 2018.............. 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
May 23, 2019................... 145,859.58 150,447.71 152,756.36 162,437.14 175,298.47 181,209.30 181,049.86
REGULAR
DISTRIBUTION DATE N971TW N972TW N9677W N979TW N980TW N9681B N982TW
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001.............. 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
May 23, 2002................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
November 23, 2002.............. 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
May 23, 2003................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
November 23, 2003.............. 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
May 23, 2004................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
November 23, 2004.............. 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
May 23, 2005................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
November 23, 2005.............. 181,049.86 181,049.86 127,590.78 176,192.26 176,192.26 160,750.83 174,208.90
May 23, 2006................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
November 23, 2006.............. 181,049.86 181,049.86 127,071.88 176,192.26 147,208.25 160,750.83 43,306.50
May 23, 2007................... 181,049.86 181,049.86 151,200.17 111,120.99 97,321.45 160,750.83 158,541.08
November 23, 2007.............. 0.00 47,176.65 0.00 0.00 0.00 6,687.62 0.00
May 23, 2008................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2008.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2009................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2009.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2011.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2012................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
November 23, 2012.............. 59,532.58 49,774.07 0.00 108,892.13 151,675.68 0.00 169,340.12
May 23, 2013................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
November 23, 2013.............. 61,361.48 32,732.53 47,737.67 29,785.79 29,785.79 61,390.48 30,760.09
May 23, 2014................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
November 23, 2014.............. 60,155.78 51,366.59 151,200.17 102,585.59 102,585.59 92,672.72 120,678.89
May 23, 2015................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
November 23, 2015.............. 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
May 23, 2016................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
November 23, 2016.............. 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
May 23, 2017................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
November 23, 2017.............. 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
May 23, 2018................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
November 23, 2018.............. 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
May 23, 2019................... 181,049.86 181,049.86 151,200.17 176,192.26 176,192.26 160,750.83 174,208.90
REGULAR
DISTRIBUTION DATE N983TW N984TW
----------------- ---------- ----------
November 23, 2001.............. 174,208.90 174,208.90
May 23, 2002................... 174,208.90 174,208.90
November 23, 2002.............. 174,208.90 174,208.90
May 23, 2003................... 174,208.90 174,208.90
November 23, 2003.............. 174,208.90 174,208.90
May 23, 2004................... 174,208.90 174,208.90
November 23, 2004.............. 174,208.90 174,208.90
May 23, 2005................... 174,208.90 174,208.90
November 23, 2005.............. 138,894.19 132,291.27
May 23, 2006................... 174,208.90 174,208.90
November 23, 2006.............. 28,284.23 24,982.74
May 23, 2007................... 165,275.14 161,594.32
November 23, 2007.............. 0.00 0.00
May 23, 2008................... 38,734.14 44,005.37
November 23, 2008.............. 0.00 0.00
May 23, 2009................... 0.00 0.00
November 23, 2009.............. 0.00 0.00
May 23, 2010................... 0.00 0.00
November 23, 2010.............. 0.00 0.00
May 23, 2011................... 0.00 0.00
November 23, 2011.............. 0.00 0.00
May 23, 2012................... 174,208.90 174,208.90
November 23, 2012.............. 174,208.90 174,208.90
May 23, 2013................... 174,208.90 174,208.90
November 23, 2013.............. 30,760.09 39,074.08
May 23, 2014................... 174,208.90 174,208.90
November 23, 2014.............. 120,678.89 120,678.89
May 23, 2015................... 174,208.90 174,208.90
November 23, 2015.............. 174,208.90 174,208.90
May 23, 2016................... 174,208.90 174,208.90
November 23, 2016.............. 174,208.90 174,208.90
May 23, 2017................... 174,208.90 174,208.90
November 23, 2017.............. 174,208.90 174,208.90
May 23, 2018................... 174,208.90 174,208.90
November 23, 2018.............. 174,208.90 174,208.90
May 23, 2019................... 174,208.90 174,208.90
III-8
APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
SERIES B EQUIPMENT NOTES
REGULAR
DISTRIBUTION DATE N937AN N944AN N945AN N946AN N952AA N953AN
----------------- ------------ ------------ ------------ ------------ ------------ ------------
November 23, 2001.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2002................... 0.00 0.00 0.00 0.00 0.00 7,199.30
November 23, 2002.............. 237,093.35 113,229.82 113,229.82 113,229.82 115,089.25 356,343.55
May 23, 2003................... 340,007.61 346,699.86 346,699.86 346,699.86 352,393.29 349,136.55
November 23, 2003.............. 332,915.86 339,543.16 339,543.16 339,543.16 345,119.06 341,929.55
May 23, 2004................... 325,824.11 332,386.46 332,386.46 332,386.46 337,844.83 334,722.55
November 23, 2004.............. 318,732.36 325,229.75 325,229.75 325,229.75 330,570.61 327,515.55
May 23, 2005................... 311,640.60 318,073.05 318,073.05 318,073.05 323,296.38 320,308.55
November 23, 2005.............. 304,548.85 310,916.35 310,916.35 310,916.35 316,022.15 313,101.55
May 23, 2006................... 297,457.10 303,759.65 303,759.65 303,759.65 308,747.93 305,894.55
November 23, 2006.............. 290,365.35 296,602.95 296,602.95 296,602.95 301,473.70 298,687.55
May 23, 2007................... 283,273.59 289,446.25 289,446.25 289,446.25 294,199.47 291,480.55
November 23, 2007.............. 276,181.84 282,289.55 282,289.55 282,289.55 286,925.25 284,273.55
May 23, 2008................... 269,090.09 275,132.85 275,132.85 275,132.85 279,651.02 277,066.55
November 23, 2008.............. 261,998.33 267,976.15 267,976.15 267,976.15 272,376.79 269,859.55
May 23, 2009................... 600,038.54 616,268.93 616,268.93 616,268.93 626,389.16 620,600.21
November 23, 2009.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010................... 210,413.43 213,789.48 213,789.48 213,789.48 217,300.29 215,292.05
November 23, 2010.............. 232,195.45 237,900.32 237,900.32 237,900.32 241,807.06 239,572.34
May 23, 2011................... 3,046,935.85 3,142,172.91 3,142,172.91 3,142,172.91 3,193,772.98 3,164,256.83
REGULAR
DISTRIBUTION DATE N954AN N955AN N956AN N957AN N788AN N789AN
----------------- ------------ ------------ ------------ ------------ ------------ ------------
November 23, 2001.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2002................... 7,199.30 7,217.78 7,218.29 0.00 1,900,000.00 1,900,000.00
November 23, 2002.............. 356,343.55 357,258.26 357,282.98 237,886.18 680,639.57 681,845.88
May 23, 2003................... 349,136.55 350,032.76 350,056.98 354,624.39 976,082.33 977,812.27
November 23, 2003.............. 341,929.55 342,807.26 342,830.98 347,378.89 197,632.00 200,640.76
May 23, 2004................... 334,722.55 335,581.76 335,604.98 340,133.39 624,335.40 625,441.92
November 23, 2004.............. 327,515.55 328,356.26 328,378.98 332,887.89 484,127.02 484,985.05
May 23, 2005................... 320,308.55 321,130.76 321,152.98 325,642.39 1,310,837.24 1,313,160.48
November 23, 2005.............. 313,101.55 313,905.26 313,926.98 318,396.89 458,098.55 458,910.45
May 23, 2006................... 305,894.55 306,679.76 306,700.98 311,151.39 1,255,430.66 1,257,655.70
November 23, 2006.............. 298,687.55 299,454.26 299,474.98 303,905.89 432,070.08 432,835.86
May 23, 2007................... 291,480.55 292,228.76 292,248.98 296,660.39 813,212.23 814,653.51
November 23, 2007.............. 284,273.55 285,003.26 285,022.98 289,414.89 792,853.46 794,258.66
May 23, 2008................... 277,066.55 277,777.76 277,796.98 282,169.39 1,144,617.49 1,146,646.13
November 23, 2008.............. 269,859.55 270,552.26 270,570.98 274,923.89 380,013.15 380,686.66
May 23, 2009................... 620,600.21 622,193.26 622,236.32 634,783.73 1,322,570.30 1,325,623.27
November 23, 2009.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010................... 215,292.05 215,844.69 215,859.63 217,909.15 604,047.74 605,118.31
November 23, 2010.............. 239,572.34 240,187.31 240,203.93 244,474.89 666,578.83 667,760.22
May 23, 2011................... 3,164,256.83 3,172,379.32 3,172,598.85 3,249,328.11 8,747,040.16 8,762,542.81
REGULAR
DISTRIBUTION DATE N790AN N791AN
----------------- ------------ ------------
November 23, 2001.............. 0.00 0.00
May 23, 2002................... 1,900,000.00 1,900,000.00
November 23, 2002.............. 681,914.82 681,949.28
May 23, 2003................... 977,911.12 977,960.55
November 23, 2003.............. 200,812.69 200,898.66
May 23, 2004................... 625,505.15 625,536.77
November 23, 2004.............. 485,034.08 485,058.60
May 23, 2005................... 1,313,293.24 1,313,359.61
November 23, 2005.............. 458,956.85 458,980.05
May 23, 2006................... 1,257,782.84 1,257,846.41
November 23, 2006.............. 432,879.61 432,901.49
May 23, 2007................... 814,735.87 814,777.05
November 23, 2007.............. 794,338.96 794,379.11
May 23, 2008................... 1,146,762.05 1,146,820.02
November 23, 2008.............. 380,725.14 380,744.39
May 23, 2009................... 1,325,797.72 1,325,884.95
November 23, 2009.............. 0.00 0.00
May 23, 2010................... 605,179.48 605,210.07
November 23, 2010.............. 667,827.73 667,861.49
May 23, 2011................... 8,763,428.68 8,763,871.61
III-9
APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
SERIES C EQUIPMENT NOTES
REGULAR
DISTRIBUTION DATE N9630A N9615W N9616G N9617R N9618A N9619V N9620D
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2002.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2002............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2003.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2003............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2004.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2004............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2005.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2005............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2006.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2006............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2007.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2007............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2008.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2008............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2009.................. 120,014.43 52,695.66 71,547.92 111,131.86 98,573.60 118,949.09 120,014.43
November 23, 2009............. 38,361.20 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2011............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2012.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2012............. 0.00 120,014.43 79,167.88 0.00 25,116.51 0.00 95,903.01
May 23, 2013.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2013............. 0.00 120,014.43 120,014.43 120,014.43 120,014.43 98,126.19 0.00
May 23, 2014.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2014............. 112,354.60 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 54,812.79
May 23, 2015.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2015............. 120,014.43 98,020.14 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2016.................. 120,014.43 0.00 0.00 39,583.94 27,025.68 53,654.96 120,014.43
REGULAR
DISTRIBUTION DATE N9622A N9624T N9625W N9626F N9628W N9629H N961TW
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2002.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2002............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2003.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2003............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2004.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2004............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2005.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2005............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2006.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2006............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2007.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2007............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2008.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2008............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2009.................. 92,007.68 98,780.27 93,560.82 80,391.30 120,014.43 120,014.43 91,032.09
November 23, 2009............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2011............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2012.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2012............. 80,287.05 82,054.63 91,480.48 120,014.43 33,007.36 36,815.03 120,014.43
May 23, 2013.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2013............. 120,014.43 120,014.43 120,014.43 120,014.43 48,932.92 43,602.18 85,431.87
May 23, 2014.................. 120,014.43 116,248.50 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2014............. 21,924.14 0.00 0.00 0.00 120,014.43 120,014.43 0.00
May 23, 2015.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2015............. 120,014.43 93,661.26 85,688.93 70,324.50 120,014.43 120,014.43 94,266.27
May 23, 2016.................. 76,511.35 120,014.43 120,014.43 120,014.43 68,775.52 70,298.58 120,014.43
REGULAR
DISTRIBUTION DATE N962TW N963TW
----------------- ---------- ----------
November 23, 2001............. 120,014.43 120,014.43
May 23, 2002.................. 120,014.43 120,014.43
November 23, 2002............. 120,014.43 120,014.43
May 23, 2003.................. 120,014.43 120,014.43
November 23, 2003............. 120,014.43 120,014.43
May 23, 2004.................. 120,014.43 120,014.43
November 23, 2004............. 120,014.43 120,014.43
May 23, 2005.................. 120,014.43 120,014.43
November 23, 2005............. 120,014.43 120,014.43
May 23, 2006.................. 120,014.43 120,014.43
November 23, 2006............. 120,014.43 120,014.43
May 23, 2007.................. 120,014.43 120,014.43
November 23, 2007............. 120,014.43 120,014.43
May 23, 2008.................. 120,014.43 120,014.43
November 23, 2008............. 120,014.43 120,014.43
May 23, 2009.................. 99,912.80 111,314.08
November 23, 2009............. 0.00 0.00
May 23, 2010.................. 0.00 0.00
November 23, 2010............. 0.00 0.00
May 23, 2011.................. 0.00 0.00
November 23, 2011............. 0.00 0.00
May 23, 2012.................. 120,014.43 120,014.43
November 23, 2012............. 120,014.43 119,828.99
May 23, 2013.................. 120,014.43 120,014.43
November 23, 2013............. 56,569.56 0.00
May 23, 2014.................. 120,014.43 120,014.43
November 23, 2014............. 0.00 39,587.16
May 23, 2015.................. 120,014.43 120,014.43
November 23, 2015............. 114,247.87 120,014.43
May 23, 2016.................. 120,014.43 120,014.43
III-10
APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
SERIES C EQUIPMENT NOTES
REGULAR
DISTRIBUTION DATE N964TW N965TW N966TW N967TW N968TW N969TW N970TW
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2002.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2002............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2003.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2003............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2004.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2004............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2005.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2005............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2006.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2006............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2007.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2007............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2008.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2008............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2009.................. 116,777.06 110,933.87 110,196.01 88,440.29 99,208.56 98,371.53 102,475.72
November 23, 2009............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2011............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2012.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2012............. 104,805.78 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2013.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2013............. 0.00 1,720.25 5,778.45 93,855.21 58,858.35 61,578.68 48,240.08
May 23, 2014.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2014............. 49,147.39 38,061.67 34,741.33 0.00 0.00 0.00 0.00
May 23, 2015.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2015............. 120,014.43 120,014.43 120,014.43 88,434.73 112,663.32 110,780.02 120,014.43
May 23, 2016.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
REGULAR
DISTRIBUTION DATE N971TW N972TW N9677W N979TW N980TW N9681B N982TW
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2002.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2002............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2003.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2003............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2004.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2004............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2005.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2005............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2006.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2006............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2007.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2007............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2008.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2008............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2009.................. 111,151.40 102,475.72 98,681.24 120,014.43 120,014.43 102,475.72 120,014.43
November 23, 2009............. 0.00 0.00 0.00 26,440.44 52,630.33 0.00 54,069.06
May 23, 2010.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2011.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2011............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2012.................. 120,014.43 120,014.43 120,014.43 120,014.43 87,069.98 120,014.43 83,233.37
November 23, 2012............. 120,014.43 120,014.43 120,014.43 29,801.90 0.00 120,014.43 0.00
May 23, 2013.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2013............. 523.85 48,240.08 86,184.86 0.00 11,015.49 48,240.08 13,413.36
May 23, 2014.................. 120,014.43 120,014.43 85,864.13 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2014............. 39,040.55 0.00 0.00 94,473.45 120,014.43 0.00 120,014.43
May 23, 2015.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
November 23, 2015............. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
May 23, 2016.................. 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43 120,014.43
REGULAR
DISTRIBUTION DATE N983TW N984TW
----------------- ---------- ----------
November 23, 2001............. 120,014.43 120,014.43
May 23, 2002.................. 120,014.43 120,014.43
November 23, 2002............. 120,014.43 120,014.43
May 23, 2003.................. 120,014.43 120,014.43
November 23, 2003............. 120,014.43 120,014.43
May 23, 2004.................. 120,014.43 120,014.43
November 23, 2004............. 120,014.43 120,014.43
May 23, 2005.................. 120,014.43 120,014.43
November 23, 2005............. 120,014.43 120,014.43
May 23, 2006.................. 120,014.43 120,014.43
November 23, 2006............. 120,014.43 120,014.43
May 23, 2007.................. 120,014.43 120,014.43
November 23, 2007............. 120,014.43 120,014.43
May 23, 2008.................. 120,014.43 120,014.43
November 23, 2008............. 120,014.43 120,014.43
May 23, 2009.................. 120,014.43 120,014.43
November 23, 2009............. 78,471.95 85,281.57
May 23, 2010.................. 0.00 0.00
November 23, 2010............. 0.00 0.00
May 23, 2011.................. 0.00 0.00
November 23, 2011............. 0.00 0.00
May 23, 2012.................. 18,159.00 0.00
November 23, 2012............. 0.00 0.00
May 23, 2013.................. 120,014.43 120,014.43
November 23, 2013............. 54,084.85 65,434.22
May 23, 2014.................. 120,014.43 120,014.43
November 23, 2014............. 120,014.43 120,014.43
May 23, 2015.................. 120,014.43 120,014.43
November 23, 2015............. 120,014.43 120,014.43
May 23, 2016.................. 120,014.43 120,014.43
III-11
APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
SERIES C EQUIPMENT NOTES
REGULAR
DISTRIBUTION DATE N937AN N944AN N945AN N946AN N952AA N953AN
----------------- ------------ ------------ ------------ ------------ ------------ ------------
November 23, 2001.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2002................... 0.00 0.00 0.00 0.00 0.00 100,000.00
November 23, 2002.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003................... 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2003.............. 0.00 0.00 0.00 0.00 0.00 54,052.50
May 23, 2004................... 164,103.15 75,527.05 75,527.05 75,527.05 76,767.34 181,376.17
November 23, 2004.............. 786,593.56 806,321.65 806,321.65 806,321.65 819,562.89 811,988.67
May 23, 2005................... 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2005.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006................... 853,965.21 874,310.31 874,310.31 874,310.31 888,668.04 880,455.17
November 23, 2006.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007................... 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2007.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2008................... 903,016.49 925,600.00 925,600.00 925,600.00 940,800.00 832,105.33
November 23, 2008.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2009................... 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2009.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010................... 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010.............. 1,616,919.59 1,663,932.99 1,663,932.99 1,663,932.99 1,691,257.73 1,675,627.50
REGULAR
DISTRIBUTION DATE N954AN N955AN N956AN N957AN N788AN N789AN
----------------- ------------ ------------ ------------ ------------ ------------ ------------
November 23, 2001.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2002................... 100,000.00 200,000.00 200,000.00 600,000.00 1,800,000.00 1,800,000.00
November 23, 2002.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003................... 0.00 0.00 0.00 0.00 900,000.00 900,000.00
November 23, 2003.............. 54,052.50 54,191.25 54,195.00 0.00 0.00 0.00
May 23, 2004................... 181,376.17 81,841.75 81,854.33 649,740.33 1,800,000.00 1,800,000.00
November 23, 2004.............. 811,988.67 814,073.00 814,129.33 829,005.96 968,194.90 969,960.92
May 23, 2005................... 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2005.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006................... 880,455.17 882,715.25 882,776.33 397,838.21 2,543,148.80 2,547,656.10
November 23, 2006.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007................... 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2007.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2008................... 832,105.33 834,498.00 834,562.67 451,575.67 14,501.72 19,312.71
November 23, 2008.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2009................... 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2009.............. 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2010................... 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2010.............. 1,675,627.50 1,679,928.75 1,680,045.00 1,615,183.50 4,389,063.92 4,400,032.99
REGULAR
DISTRIBUTION DATE N790AN N791AN
----------------- ------------ ------------
November 23, 2001.............. 0.00 0.00
May 23, 2002................... 1,800,000.00 1,800,000.00
November 23, 2002.............. 0.00 0.00
May 23, 2003................... 900,000.00 900,000.00
November 23, 2003.............. 0.00 0.00
May 23, 2004................... 1,800,000.00 1,800,000.00
November 23, 2004.............. 970,008.92 970,057.95
May 23, 2005................... 0.00 0.00
November 23, 2005.............. 0.00 0.00
May 23, 2006................... 2,547,913.66 2,548,042.44
November 23, 2006.............. 0.00 0.00
May 23, 2007................... 0.00 0.00
November 23, 2007.............. 0.00 0.00
May 23, 2008................... 19,587.63 19,725.09
November 23, 2008.............. 0.00 0.00
May 23, 2009................... 0.00 0.00
November 23, 2009.............. 0.00 0.00
May 23, 2010................... 0.00 0.00
November 23, 2010.............. 4,400,659.79 4,400,973.20
III-12
APPENDIX III
EQUIPMENT NOTE PRINCIPAL PAYMENTS
SERIES D EQUIPMENT NOTES
REGULAR
DISTRIBUTION DATE N9630A N9615W N9616G N9617R N9618A N9619V N9620D
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001.............. 159,999.99 160,000.00 160,000.00 159,999.99 160,000.00 160,000.00 160,000.00
May 23, 2002................... 99,444.44 99,444.44 99,444.44 8,964.46 99,444.44 99,444.44 99,444.44
November 23, 2002.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2003.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004................... 0.00 0.00 0.00 45,780.98 0.00 0.00 0.00
November 23, 2004.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005................... 0.00 0.00 0.00 94,425.85 0.00 0.00 0.00
November 23, 2005.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006................... 60,555.60 60,555.56 60,555.59 128,116.81 60,555.56 60,555.56 60,555.56
November 23, 2006.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007................... 159,999.99 160,000.00 159,999.99 160,000.00 160,000.00 160,000.00 160,000.00
November 23, 2007.............. 159,999.99 160,000.00 159,999.99 42,711.92 160,000.00 160,000.00 160,000.00
May 23, 2008................... 159,999.99 160,000.00 159,999.99 159,999.99 160,000.00 160,000.00 160,000.00
REGULAR
DISTRIBUTION DATE N9622A N9624T N9625W N9626F N9628W N9629H N961TW
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001.............. 160,000.00 160,000.00 160,000.00 160,000.00 160,000.00 160,000.00 160,000.00
May 23, 2002................... 99,444.44 99,444.44 99,444.44 99,444.44 99,444.44 99,444.44 99,444.44
November 23, 2002.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2003.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2004.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2005.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006................... 60,555.56 60,555.56 60,555.56 60,555.56 60,555.56 60,555.56 60,555.59
November 23, 2006.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007................... 160,000.00 160,000.00 160,000.00 160,000.00 160,000.00 160,000.00 159,999.99
November 23, 2007.............. 160,000.00 160,000.00 160,000.00 160,000.00 160,000.00 160,000.00 159,999.99
May 23, 2008................... 160,000.00 160,000.00 160,000.00 160,000.00 160,000.00 160,000.00 159,999.99
REGULAR
DISTRIBUTION DATE N962TW N963TW
----------------- ---------- ----------
November 23, 2001.............. 160,000.00 159,999.99
May 23, 2002................... 99,444.44 75,927.24
November 23, 2002.............. 0.00 0.00
May 23, 2003................... 0.00 0.00
November 23, 2003.............. 0.00 0.00
May 23, 2004................... 0.00 0.00
November 23, 2004.............. 0.00 0.00
May 23, 2005................... 0.00 0.00
November 23, 2005.............. 0.00 0.00
May 23, 2006................... 60,555.56 146,785.34
November 23, 2006.............. 0.00 0.00
May 23, 2007................... 160,000.00 159,999.99
November 23, 2007.............. 160,000.00 97,287.45
May 23, 2008................... 160,000.00 159,999.99
REGULAR
DISTRIBUTION DATE N964TW N965TW N966TW N967TW N968TW N969TW N970TW
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001.............. 159,999.99 159,999.99 160,000.00 160,000.00 160,000.00 159,999.99 160,000.00
May 23, 2002................... 72,323.23 99,444.44 99,444.44 99,444.44 99,444.44 99,444.44 99,444.44
November 23, 2002.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2003.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2004.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2005.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006................... 159,999.99 60,555.60 60,555.56 60,555.56 60,555.56 60,555.60 60,555.56
November 23, 2006.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007................... 159,999.99 159,999.99 160,000.00 160,000.00 160,000.00 159,999.99 160,000.00
November 23, 2007.............. 87,676.81 159,999.99 160,000.00 160,000.00 160,000.00 159,999.99 160,000.00
May 23, 2008................... 159,999.99 159,999.99 160,000.00 160,000.00 160,000.00 159,999.99 160,000.00
REGULAR
DISTRIBUTION DATE N971TW N972TW N9677W N979TW N980TW N9681B N982TW
----------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
November 23, 2001.............. 160,000.00 160,000.00 159,999.99 160,000.00 160,000.00 160,000.00 159,999.99
May 23, 2002................... 99,444.44 99,444.44 81,551.30 99,444.44 99,444.44 99,444.44 75,816.47
November 23, 2002.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2003................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2003.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2004................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2004.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2005................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00
November 23, 2005.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2006................... 60,555.56 60,555.56 126,163.77 60,555.56 60,555.56 60,555.56 147,191.47
November 23, 2006.............. 0.00 0.00 0.00 0.00 0.00 0.00 0.00
May 23, 2007................... 160,000.00 160,000.00 159,999.99 160,000.00 160,000.00 160,000.00 159,999.99
November 23, 2007.............. 160,000.00 160,000.00 112,284.96 160,000.00 160,000.00 160,000.00 96,992.09
May 23, 2008................... 160,000.00 160,000.00 159,999.99 160,000.00 160,000.00 160,000.00 159,999.99
REGULAR
DISTRIBUTION DATE N983TW N984TW
----------------- ---------- ----------
November 23, 2001.............. 159,999.99 160,000.00
May 23, 2002................... 72,323.23 72,323.23
November 23, 2002.............. 0.00 0.00
May 23, 2003................... 0.00 0.00
November 23, 2003.............. 0.00 0.00
May 23, 2004................... 0.00 0.00
November 23, 2004.............. 0.00 0.00
May 23, 2005................... 0.00 0.00
November 23, 2005.............. 0.00 0.00
May 23, 2006................... 159,999.99 160,000.00
November 23, 2006.............. 0.00 0.00
May 23, 2007................... 159,999.99 160,000.00
November 23, 2007.............. 87,676.81 87,676.77
May 23, 2008................... 159,999.99 160,000.00
III-13
APPENDIX IV
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES
N9630A N9615W
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001.......... $18.8 $28.3 66.5% $17.8 $28.5 62.5%
May 23, 2002.......... 17.1 27.3 62.7 17.0 27.5 61.8
May 23, 2003.......... 16.1 26.4 61.2 15.7 26.5 59.0
May 23, 2004.......... 15.2 25.4 60.0 14.7 25.5 57.5
May 23, 2005.......... 14.3 24.4 58.3 13.7 24.6 55.6
May 23, 2006.......... 13.2 23.5 56.3 12.6 23.6 53.2
May 23, 2007.......... 12.2 22.5 54.0 11.5 22.6 50.9
May 23, 2008.......... 10.7 21.5 49.7 10.7 21.7 49.3
May 23, 2009.......... 10.2 20.6 49.4 9.9 20.7 48.1
May 23, 2010.......... 9.5 19.6 48.5 9.3 19.7 47.3
May 23, 2011.......... 7.5 18.6 40.1 6.9 18.8 36.7
May 23, 2012.......... 7.2 17.7 40.8 6.6 17.8 37.2
May 23, 2013.......... 6.4 16.4 39.0 6.0 16.5 36.5
May 23, 2014.......... 5.4 15.1 35.5 4.8 15.2 31.7
May 23, 2015.......... 4.2 13.8 30.3 3.6 13.9 25.7
May 23, 2016.......... 3.0 12.5 23.7 2.4 12.6 19.4
May 23, 2017.......... 2.0 11.3 17.4 1.5 11.3 12.9
May 23, 2018.......... 0.8 9.6 8.8 0.7 9.7 6.7
May 23, 2019.......... 0.4 8.0 4.9 0.4 8.1 4.9
May 23, 2020.......... 0.4 6.4 6.2 0.2 6.5 3.5
May 23, 2021.......... 0.0 0.0 NA 0.0 0.0 NA
N9616G N9617R
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001.......... $18.0 $28.5 62.9% $18.1 $28.6 63.4%
May 23, 2002.......... 17.2 28.0 61.2 17.0 28.1 60.5
May 23, 2003.......... 15.7 27.1 58.1 15.8 27.1 58.2
May 23, 2004.......... 14.8 26.1 56.7 14.9 26.2 56.8
May 23, 2005.......... 13.8 25.1 54.8 13.8 25.2 55.0
May 23, 2006.......... 12.7 24.2 52.4 12.8 24.2 52.7
May 23, 2007.......... 11.6 23.2 50.3 11.6 23.2 50.0
May 23, 2008.......... 10.8 22.2 48.5 10.5 22.3 47.3
May 23, 2009.......... 10.0 21.2 47.1 9.7 21.3 45.7
May 23, 2010.......... 9.4 20.3 46.3 9.1 20.3 44.9
May 23, 2011.......... 7.0 19.3 36.2 7.0 19.3 35.9
May 23, 2012.......... 6.7 18.3 36.7 6.7 18.4 36.6
May 23, 2013.......... 6.1 17.2 35.8 6.1 17.2 35.7
May 23, 2014.......... 4.9 15.9 31.1 5.0 15.9 31.4
May 23, 2015.......... 3.7 14.6 25.4 3.8 14.6 26.2
May 23, 2016.......... 2.6 13.3 19.2 2.7 13.3 20.3
May 23, 2017.......... 1.5 12.0 12.5 1.7 12.0 14.3
May 23, 2018.......... 0.7 10.5 6.2 0.7 10.6 6.4
May 23, 2019.......... 0.4 8.9 4.4 0.4 8.9 4.4
May 23, 2020.......... 0.4 7.3 5.4 0.4 7.3 5.4
May 23, 2021.......... 0.0 0.0 NA 0.0 0.0 NA
IV-1
APPENDIX IV
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES -- (CONTINUED)
N9618A N9619V
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001.......... $18.1 $28.7 63.1% $18.3 $28.8 63.3%
May 23, 2002.......... 16.8 28.2 59.6 16.9 28.4 59.4
May 23, 2003.......... 15.7 27.2 57.8 15.8 27.4 57.7
May 23, 2004.......... 14.8 26.2 56.3 14.9 26.4 56.3
May 23, 2005.......... 13.8 25.3 54.5 13.8 25.4 54.5
May 23, 2006.......... 12.7 24.3 52.2 12.8 24.4 52.2
May 23, 2007.......... 11.7 23.3 50.0 11.8 23.4 50.2
May 23, 2008.......... 10.8 22.3 48.2 10.9 22.5 48.5
May 23, 2009.......... 10.0 21.4 46.7 10.1 21.5 47.0
May 23, 2010.......... 9.4 20.4 45.9 9.5 20.5 46.2
May 23, 2011.......... 7.1 19.4 36.6 7.2 19.5 36.8
May 23, 2012.......... 6.8 18.4 37.1 6.9 18.5 37.4
May 23, 2013.......... 6.3 17.3 36.4 6.4 17.4 37.0
May 23, 2014.......... 5.1 16.0 31.8 5.2 16.1 32.6
May 23, 2015.......... 3.8 14.7 26.2 4.0 14.7 27.1
May 23, 2016.......... 2.7 13.4 20.0 2.8 13.4 20.9
May 23, 2017.......... 1.6 12.1 13.3 1.7 12.1 14.4
May 23, 2018.......... 0.7 10.6 6.2 0.7 10.7 6.1
May 23, 2019.......... 0.4 9.0 4.4 0.4 9.0 4.4
May 23, 2020.......... 0.4 7.3 5.4 0.4 7.4 5.4
May 23, 2021.......... 0.0 0.0 NA 0.0 0.0 NA
N9620D N9622A
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE RATIO AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001.......... $18.4 $28.8 64.0% $18.7 $30.1 62.2%
May 23, 2002.......... 17.0 28.3 60.0 17.6 29.1 60.6
May 23, 2003.......... 15.9 27.3 58.1 16.6 28.1 59.0
May 23, 2004.......... 14.9 26.3 56.8 15.6 27.1 57.6
May 23, 2005.......... 13.9 25.3 55.0 14.6 26.1 55.9
May 23, 2006.......... 12.9 24.4 52.8 13.5 25.1 53.7
May 23, 2007.......... 11.8 23.4 50.6 12.5 24.1 51.7
May 23, 2008.......... 10.6 22.4 47.5 11.6 23.1 50.3
May 23, 2009.......... 9.8 21.4 45.9 10.9 22.1 49.1
May 23, 2010.......... 9.2 20.4 45.1 10.3 21.1 48.6
May 23, 2011.......... 7.3 19.5 37.3 7.8 20.2 39.0
May 23, 2012.......... 7.1 18.5 38.5 7.6 19.2 39.6
May 23, 2013.......... 6.2 17.3 35.9 7.1 18.2 39.1
May 23, 2014.......... 5.3 16.0 33.1 5.9 16.8 35.1
May 23, 2015.......... 4.2 14.7 28.4 4.8 15.5 30.8
May 23, 2016.......... 3.0 13.4 22.0 3.6 14.2 25.1
May 23, 2017.......... 1.9 12.1 16.1 2.5 12.9 19.5
May 23, 2018.......... 0.9 10.6 8.2 1.5 11.6 13.1
May 23, 2019.......... 0.4 9.0 4.4 0.7 9.9 6.8
May 23, 2020.......... 0.4 7.4 5.4 0.4 8.3 5.0
May 23, 2021.......... 0.0 0.0 NA 0.0 0.0 NA
IV-2
APPENDIX IV
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES -- (CONTINUED)
N9624T N9625W
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001.......... $18.8 $30.1 62.3% $18.9 $30.2 62.4%
May 23, 2002.......... 17.7 29.6 59.6 17.7 29.7 59.5
May 23, 2003.......... 16.6 28.7 57.9 16.6 28.7 57.9
May 23, 2004.......... 15.7 27.7 56.6 15.7 27.7 56.6
May 23, 2005.......... 14.6 26.7 54.9 14.7 26.7 54.9
May 23, 2006.......... 13.5 25.7 52.7 13.6 25.7 52.8
May 23, 2007.......... 12.5 24.7 50.8 12.6 24.7 50.8
May 23, 2008.......... 11.6 23.7 49.2 11.7 23.7 49.3
May 23, 2009.......... 10.9 22.7 47.9 10.9 22.8 48.0
May 23, 2010.......... 10.3 21.7 47.4 10.3 21.8 47.5
May 23, 2011.......... 7.9 20.7 38.2 8.0 20.8 38.4
May 23, 2012.......... 7.6 19.7 38.8 7.7 19.8 39.0
May 23, 2013.......... 7.1 18.7 37.9 7.2 18.8 38.1
May 23, 2014.......... 5.9 17.6 33.7 6.0 17.6 33.9
May 23, 2015.......... 4.8 16.2 29.8 4.9 16.3 30.1
May 23, 2016.......... 3.6 14.9 24.1 3.7 14.9 24.6
May 23, 2017.......... 2.5 13.6 18.7 2.6 13.6 19.3
May 23, 2018.......... 1.5 12.3 12.3 1.6 12.3 12.6
May 23, 2019.......... 0.7 10.8 6.2 0.7 10.8 6.2
May 23, 2020.......... 0.4 9.1 4.5 0.4 9.1 4.5
May 23, 2021.......... 0.0 0.0 NA 0.0 0.0 NA
N9626F N9628W
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001.......... $18.9 $30.3 62.5% $19.7 $30.7 64.3%
May 23, 2002.......... 17.7 29.8 59.5 18.4 29.2 62.9
May 23, 2003.......... 16.7 28.8 57.9 17.3 28.2 61.2
May 23, 2004.......... 15.7 27.8 56.6 16.3 27.2 59.8
May 23, 2005.......... 14.7 26.8 54.9 15.2 26.3 58.0
May 23, 2006.......... 13.6 25.8 52.8 14.1 25.3 55.9
May 23, 2007.......... 12.6 24.8 50.9 12.9 24.3 53.2
May 23, 2008.......... 11.7 23.8 49.2 12.3 23.3 52.6
May 23, 2009.......... 11.0 22.8 48.0 11.5 22.3 51.5
May 23, 2010.......... 10.4 21.8 47.5 10.9 21.4 51.2
May 23, 2011.......... 8.0 20.8 38.6 8.3 20.4 40.5
May 23, 2012.......... 7.8 19.8 39.3 8.0 19.4 41.3
May 23, 2013.......... 7.2 18.8 38.0 7.6 18.4 41.1
May 23, 2014.......... 6.0 17.7 34.1 6.8 17.3 39.2
May 23, 2015.......... 5.0 16.3 30.5 5.7 16.0 35.4
May 23, 2016.......... 3.8 15.0 25.1 4.5 14.7 30.6
May 23, 2017.......... 2.7 13.7 19.9 3.5 13.4 26.0
May 23, 2018.......... 1.6 12.3 13.2 2.4 12.1 20.2
May 23, 2019.......... 0.7 10.8 6.2 1.5 10.6 14.0
May 23, 2020.......... 0.4 9.2 4.5 0.7 9.0 7.4
May 23, 2021.......... 0.0 0.0 NA 0.0 0.0 NA
IV-3
APPENDIX IV
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES -- (CONTINUED)
N9629H N961TW
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001.......... $19.7 $30.8 64.1% $20.0 $31.4 63.7%
May 23, 2002.......... 18.4 29.3 62.8 18.3 30.4 60.4
May 23, 2003.......... 17.3 28.3 61.1 17.5 29.4 59.4
May 23, 2004.......... 16.3 27.3 59.7 16.5 28.4 58.2
May 23, 2005.......... 15.3 26.4 58.0 15.5 27.4 56.6
May 23, 2006.......... 14.2 25.4 55.8 14.4 26.4 54.6
May 23, 2007.......... 13.0 24.4 53.2 13.2 25.4 52.2
May 23, 2008.......... 12.3 23.4 52.4 12.3 24.4 50.4
May 23, 2009.......... 11.5 22.4 51.3 11.5 23.4 49.3
May 23, 2010.......... 10.9 21.4 51.0 11.0 22.4 49.1
May 23, 2011.......... 8.3 20.5 40.4 8.6 21.4 40.1
May 23, 2012.......... 8.1 19.5 41.5 8.3 20.4 41.0
May 23, 2013.......... 7.6 18.5 41.3 7.8 19.4 40.3
May 23, 2014.......... 6.9 17.4 39.5 6.9 18.4 37.4
May 23, 2015.......... 5.7 16.0 35.6 5.8 17.0 34.1
May 23, 2016.......... 4.5 14.7 30.8 4.6 15.7 29.4
May 23, 2017.......... 3.5 13.4 26.3 3.6 14.4 25.1
May 23, 2018.......... 2.5 12.1 20.6 2.6 13.0 19.7
May 23, 2019.......... 1.5 10.6 14.0 1.5 11.7 12.7
May 23, 2020.......... 0.7 9.0 7.4 0.7 10.0 6.6
May 23, 2021.......... 0.0 0.0 NA 0.0 0.0 NA
N962TW N963TW
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001.......... $20.0 $31.4 63.6% $20.0 $31.4 63.8%
May 23, 2002.......... 18.3 30.4 60.4 18.4 30.4 60.5
May 23, 2003.......... 17.5 29.4 59.4 17.5 29.4 59.5
May 23, 2004.......... 16.5 28.4 58.2 16.5 28.4 58.3
May 23, 2005.......... 15.5 27.4 56.6 15.5 27.4 56.7
May 23, 2006.......... 14.4 26.4 54.6 14.4 26.4 54.7
May 23, 2007.......... 13.2 25.4 52.2 13.2 25.4 52.1
May 23, 2008.......... 12.3 24.4 50.4 12.4 24.4 50.8
May 23, 2009.......... 11.5 23.4 49.3 11.6 23.4 49.7
May 23, 2010.......... 11.0 22.4 49.0 11.1 22.4 49.4
May 23, 2011.......... 8.6 21.4 40.2 8.6 21.4 40.4
May 23, 2012.......... 8.4 20.4 41.2 8.4 20.4 41.2
May 23, 2013.......... 7.8 19.4 40.4 7.9 19.4 40.6
May 23, 2014.......... 6.9 18.4 37.5 6.9 18.4 37.7
May 23, 2015.......... 5.8 17.0 34.2 5.8 17.0 34.2
May 23, 2016.......... 4.6 15.7 29.4 4.6 15.7 29.4
May 23, 2017.......... 3.6 14.4 25.1 3.6 14.4 25.1
May 23, 2018.......... 2.6 13.0 19.7 2.6 13.0 19.7
May 23, 2019.......... 1.5 11.7 12.7 1.5 11.7 12.7
May 23, 2020.......... 0.7 10.0 6.6 0.7 10.0 6.6
May 23, 2021.......... 0.0 0.0 NA 0.0 0.0 NA
IV-4
APPENDIX IV
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES -- (CONTINUED)
N964TW N965TW
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001.......... $20.1 $31.5 64.0% $20.2 $31.5 64.4%
May 23, 2002.......... 18.4 30.5 60.3 18.4 30.5 60.4
May 23, 2003.......... 17.5 29.4 59.4 17.5 29.4 59.5
May 23, 2004.......... 16.5 28.4 58.2 16.6 28.4 58.3
May 23, 2005.......... 15.5 27.4 56.6 15.6 27.4 56.8
May 23, 2006.......... 14.4 26.4 54.5 14.5 26.4 54.8
May 23, 2007.......... 13.2 25.4 52.0 13.3 25.4 52.5
May 23, 2008.......... 12.4 24.4 50.7 12.4 24.4 50.7
May 23, 2009.......... 11.6 23.4 49.6 11.6 23.4 49.6
May 23, 2010.......... 11.1 22.4 49.4 11.1 22.4 49.4
May 23, 2011.......... 8.7 21.4 40.4 8.7 21.4 40.6
May 23, 2012.......... 8.4 20.4 41.2 8.5 20.4 41.6
May 23, 2013.......... 7.9 19.4 40.6 7.9 19.4 40.8
May 23, 2014.......... 6.9 18.4 37.7 7.0 18.4 37.9
May 23, 2015.......... 5.8 17.1 34.1 5.9 17.1 34.4
May 23, 2016.......... 4.6 15.7 29.3 4.6 15.7 29.5
May 23, 2017.......... 3.6 14.4 25.0 3.6 14.4 25.1
May 23, 2018.......... 2.6 13.1 19.6 2.6 13.1 19.7
May 23, 2019.......... 1.5 11.7 12.7 1.5 11.7 12.7
May 23, 2020.......... 0.7 10.0 6.6 0.7 10.0 6.6
May 23, 2021.......... 0.0 0.0 NA 0.0 0.0 NA
N966TW N967TW
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001.......... $20.3 $31.5 64.6% $20.6 $31.5 65.3%
May 23, 2002.......... 18.4 30.5 60.4 18.5 30.5 60.5
May 23, 2003.......... 17.5 29.4 59.5 17.6 29.5 59.6
May 23, 2004.......... 16.6 28.4 58.4 16.7 28.5 58.4
May 23, 2005.......... 15.6 27.4 56.8 15.7 27.5 56.9
May 23, 2006.......... 14.5 26.4 54.9 14.6 26.5 55.0
May 23, 2007.......... 13.4 25.4 52.5 13.4 25.5 52.7
May 23, 2008.......... 12.4 24.4 50.6 12.5 24.5 51.0
May 23, 2009.......... 11.6 23.4 49.5 11.7 23.5 50.0
May 23, 2010.......... 11.0 22.4 49.3 11.2 22.5 49.8
May 23, 2011.......... 8.7 21.4 40.8 8.8 21.5 41.0
May 23, 2012.......... 8.6 20.4 41.9 8.5 20.5 41.6
May 23, 2013.......... 7.9 19.4 40.9 8.0 19.5 41.0
May 23, 2014.......... 7.0 18.4 38.0 7.0 18.4 38.0
May 23, 2015.......... 5.9 17.1 34.5 5.9 17.1 34.7
May 23, 2016.......... 4.6 15.7 29.6 4.7 15.8 29.9
May 23, 2017.......... 3.6 14.4 25.2 3.7 14.4 25.4
May 23, 2018.......... 2.6 13.1 19.7 2.6 13.1 19.8
May 23, 2019.......... 1.5 11.7 12.7 1.5 11.7 12.7
May 23, 2020.......... 0.7 10.0 6.6 0.7 10.1 6.6
May 23, 2021.......... 0.0 0.0 NA 0.0 0.0 NA
IV-5
APPENDIX IV
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES -- (CONTINUED)
N968TW N969TW
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001............... $20.9 $31.5 66.3% $21.0 $31.5 66.8%
May 23, 2002............... 18.5 30.5 60.6 18.5 30.5 60.7
May 23, 2003............... 17.6 29.5 59.7 17.7 29.5 59.9
May 23, 2004............... 16.7 28.5 58.5 16.7 28.5 58.7
May 23, 2005............... 15.7 27.5 57.0 15.8 27.5 57.3
May 23, 2006............... 14.6 26.5 55.2 14.7 26.5 55.4
May 23, 2007............... 13.4 25.5 52.7 13.5 25.5 53.0
May 23, 2008............... 12.6 24.5 51.7 12.7 24.5 51.9
May 23, 2009............... 11.9 23.5 50.7 12.0 23.5 51.0
May 23, 2010............... 11.3 22.5 50.5 11.4 22.5 50.8
May 23, 2011............... 9.0 21.5 41.7 9.0 21.5 42.1
May 23, 2012............... 8.7 20.5 42.3 8.7 20.5 42.7
May 23, 2013............... 8.1 19.5 41.5 8.0 19.5 41.3
May 23, 2014............... 7.1 18.4 38.5 7.1 18.4 38.4
May 23, 2015............... 6.1 17.1 35.4 6.1 17.1 35.7
May 23, 2016............... 4.8 15.8 30.3 4.8 15.8 30.6
May 23, 2017............... 3.7 14.4 25.8 3.7 14.4 25.9
May 23, 2018............... 2.6 13.1 20.0 2.6 13.1 20.1
May 23, 2019............... 1.5 11.7 12.7 1.5 11.7 12.7
May 23, 2020............... 0.7 10.1 6.6 0.7 10.1 6.6
May 23, 2021............... 0.0 0.0 NA 0.0 0.0 NA
N970TW N971TW
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001............... $21.0 $31.5 66.7% $21.0 $31.5 66.7%
May 23, 2002............... 18.5 30.5 60.7 18.6 30.5 60.8
May 23, 2003............... 17.7 29.5 59.9 17.7 29.5 60.0
May 23, 2004............... 16.8 28.5 58.7 16.8 28.5 58.9
May 23, 2005............... 15.8 27.5 57.3 15.8 27.5 57.4
May 23, 2006............... 14.7 26.5 55.4 14.7 26.5 55.6
May 23, 2007............... 13.5 25.5 53.0 13.6 25.5 53.2
May 23, 2008............... 12.7 24.5 51.9 12.7 24.5 51.9
May 23, 2009............... 12.0 23.5 51.0 12.0 23.5 50.9
May 23, 2010............... 11.4 22.5 50.8 11.4 22.5 50.8
May 23, 2011............... 9.1 21.5 42.2 9.1 21.5 42.4
May 23, 2012............... 8.8 20.5 42.8 8.8 20.5 43.0
May 23, 2013............... 8.1 19.5 41.4 8.1 19.5 41.6
May 23, 2014............... 7.1 18.5 38.6 7.2 18.5 38.8
May 23, 2015............... 6.1 17.1 35.7 6.1 17.1 35.7
May 23, 2016............... 4.8 15.8 30.5 4.8 15.8 30.5
May 23, 2017............... 3.7 14.4 25.9 3.7 14.4 25.9
May 23, 2018............... 2.6 13.1 20.1 2.6 13.1 20.1
May 23, 2019............... 1.5 11.7 12.7 1.5 11.7 12.7
May 23, 2020............... 0.7 10.1 6.6 0.7 10.1 6.6
May 23, 2021............... 0.0 0.0 NA 0.0 0.0 NA
IV-6
APPENDIX IV
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES -- (CONTINUED)
N972TW N9677W
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001............... $21.0 $31.5 66.7% $20.4 $31.7 64.2%
May 23, 2002............... 18.6 31.0 59.8 18.4 31.2 59.1
May 23, 2003............... 17.7 30.0 59.0 17.6 30.2 58.2
May 23, 2004............... 16.8 29.0 57.9 16.6 29.2 57.0
May 23, 2005............... 15.8 28.0 56.4 15.6 28.2 55.4
May 23, 2006............... 14.8 27.0 54.6 14.5 27.2 53.5
May 23, 2007............... 13.6 26.0 52.4 13.4 26.2 51.1
May 23, 2008............... 12.7 25.0 50.7 12.4 25.1 49.3
May 23, 2009............... 11.9 24.0 49.7 11.6 24.1 48.2
May 23, 2010............... 11.4 23.0 49.5 11.1 23.1 47.9
May 23, 2011............... 9.1 22.0 41.5 8.9 22.1 40.3
May 23, 2012............... 8.8 21.0 42.1 8.6 21.1 40.9
May 23, 2013............... 8.1 20.0 40.6 7.9 20.1 39.5
May 23, 2014............... 7.1 19.0 37.5 6.9 19.1 36.4
May 23, 2015............... 6.1 17.8 34.4 5.9 17.9 32.8
May 23, 2016............... 4.8 16.4 29.3 4.6 16.5 28.1
May 23, 2017............... 3.7 15.1 24.8 3.6 15.2 23.8
May 23, 2018............... 2.6 13.8 19.1 2.6 13.8 18.6
May 23, 2019............... 1.5 12.4 12.0 1.5 12.5 11.9
May 23, 2020............... 0.7 10.9 6.1 0.7 11.0 6.0
May 23, 2021............... 0.0 0.0 NA 0.0 0.0 NA
N979TW N980TW
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001............... $21.1 $31.8 66.1% $21.1 $31.8 66.1%
May 23, 2002............... 18.7 31.3 59.6 18.7 31.3 59.7
May 23, 2003............... 17.8 30.3 58.8 17.9 30.3 58.9
May 23, 2004............... 16.9 29.3 57.8 17.0 29.3 57.9
May 23, 2005............... 16.0 28.3 56.4 16.0 28.3 56.6
May 23, 2006............... 14.9 27.3 54.7 14.9 27.3 54.8
May 23, 2007............... 13.8 26.3 52.5 13.8 26.3 52.7
May 23, 2008............... 12.4 25.2 49.2 12.5 25.2 49.4
May 23, 2009............... 12.0 24.2 49.4 12.0 24.2 49.6
May 23, 2010............... 11.4 23.2 49.0 11.4 23.2 49.1
May 23, 2011............... 9.4 22.2 42.2 9.4 22.2 42.4
May 23, 2012............... 9.0 21.2 42.7 9.1 21.2 43.0
May 23, 2013............... 8.2 20.2 40.4 8.2 20.2 40.6
May 23, 2014............... 7.2 19.1 37.7 7.2 19.1 37.8
May 23, 2015............... 6.1 18.0 33.8 6.1 18.0 33.8
May 23, 2016............... 4.8 16.6 28.8 4.8 16.6 28.8
May 23, 2017............... 3.7 15.2 24.4 3.7 15.2 24.4
May 23, 2018............... 2.6 13.9 18.9 2.6 13.9 18.9
May 23, 2019............... 1.5 12.5 11.9 1.5 12.5 11.9
May 23, 2020............... 0.7 11.0 6.0 0.7 11.0 6.0
May 23, 2021............... 0.0 0.0 NA 0.0 0.0 NA
IV-7
APPENDIX IV
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES -- (CONTINUED)
N9681B N982TW
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001.......... $20.7 $31.8 64.9% $21.0 $32.0 65.9%
May 23, 2002.......... 18.5 31.3 59.0 18.7 31.5 59.5
May 23, 2003.......... 17.6 30.3 58.2 17.9 30.4 58.7
May 23, 2004.......... 16.7 29.3 57.0 17.0 29.4 57.7
May 23, 2005.......... 15.7 28.3 55.5 16.0 28.4 56.4
May 23, 2006.......... 14.6 27.3 53.7 14.8 27.4 54.2
May 23, 2007.......... 13.5 26.3 51.4 13.8 26.4 52.3
May 23, 2008.......... 12.5 25.2 49.3 12.5 25.3 49.3
May 23, 2009.......... 11.7 24.2 48.3 12.0 24.3 49.4
May 23, 2010.......... 11.2 23.2 48.1 11.4 23.3 49.0
May 23, 2011.......... 9.0 22.2 40.4 9.4 22.3 42.4
May 23, 2012.......... 8.7 21.2 41.0 9.1 21.3 42.8
May 23, 2013.......... 8.0 20.2 39.6 8.2 20.2 40.5
May 23, 2014.......... 7.0 19.1 36.4 7.2 19.2 37.7
May 23, 2015.......... 5.9 18.0 33.1 6.1 18.0 33.6
May 23, 2016.......... 4.7 16.6 28.3 4.8 16.7 28.7
May 23, 2017.......... 3.7 15.2 24.0 3.7 15.3 24.3
May 23, 2018.......... 2.6 13.9 18.6 2.6 13.9 18.8
May 23, 2019.......... 1.5 12.5 11.9 1.5 12.6 11.8
May 23, 2020.......... 0.7 11.0 6.0 0.7 11.1 6.0
May 23, 2021.......... 0.0 0.0 NA 0.0 0.0 NA
N983TW N984TW
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001.......... $21.0 $32.0 65.9% $21.0 $32.0 65.9%
May 23, 2002.......... 18.7 31.5 59.6 18.7 31.5 59.6
May 23, 2003.......... 17.9 30.4 58.8 17.9 30.4 58.8
May 23, 2004.......... 17.0 29.4 57.8 17.0 29.4 57.9
May 23, 2005.......... 16.0 28.4 56.4 16.0 28.4 56.4
May 23, 2006.......... 14.9 27.4 54.3 14.9 27.4 54.3
May 23, 2007.......... 13.8 26.4 52.4 13.8 26.4 52.5
May 23, 2008.......... 12.5 25.3 49.4 12.5 25.3 49.5
May 23, 2009.......... 12.0 24.3 49.4 12.0 24.3 49.5
May 23, 2010.......... 11.4 23.3 48.9 11.4 23.3 48.9
May 23, 2011.......... 9.5 22.3 42.6 9.5 22.3 42.7
May 23, 2012.......... 9.1 21.3 43.0 9.1 21.3 43.1
May 23, 2013.......... 8.2 20.2 40.7 8.2 20.2 40.7
May 23, 2014.......... 7.2 19.2 37.7 7.2 19.2 37.7
May 23, 2015.......... 6.1 18.0 33.6 6.1 18.0 33.6
May 23, 2016.......... 4.8 16.7 28.7 4.8 16.7 28.7
May 23, 2017.......... 3.7 15.3 24.3 3.7 15.3 24.3
May 23, 2018.......... 2.6 13.9 18.8 2.6 13.9 18.8
May 23, 2019.......... 1.5 12.6 11.8 1.5 12.6 11.8
May 23, 2020.......... 0.7 11.1 6.0 0.7 11.1 6.0
May 23, 2021.......... 0.0 0.0 NA 0.0 0.0 NA
IV-8
APPENDIX IV
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES -- (CONTINUED)
N937AN N944AN
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001............... $31.4 $45.9 68.5% $31.7 $46.3 68.5%
May 23, 2002............... 30.2 44.4 67.9 30.7 45.6 67.4
May 23, 2003............... 29.2 43.0 68.0 29.9 44.1 67.8
May 23, 2004............... 28.1 41.6 67.5 28.8 42.7 67.5
May 23, 2005............... 26.3 40.2 65.5 27.0 41.3 65.5
May 23, 2006............... 24.5 38.8 63.1 25.2 39.8 63.1
May 23, 2007............... 23.5 37.3 63.0 24.2 38.4 63.0
May 23, 2008............... 21.7 35.9 60.3 22.3 37.0 60.3
May 23, 2009............... 20.3 34.5 58.8 20.9 35.5 58.8
May 23, 2010............... 19.5 33.1 58.9 20.1 34.1 58.9
May 23, 2011............... 0.0 0.0 NA 0.0 0.0 NA
N945AN N946AN
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001............... $31.7 $46.3 68.5% $31.7 $46.3 68.5%
May 23, 2002............... 30.7 45.6 67.4 30.7 45.6 67.4
May 23, 2003............... 29.9 44.1 67.8 29.9 44.1 67.8
May 23, 2004............... 28.8 42.7 67.5 28.8 42.7 67.5
May 23, 2005............... 27.0 41.3 65.5 27.0 41.3 65.5
May 23, 2006............... 25.2 39.8 63.1 25.2 39.8 63.1
May 23, 2007............... 24.2 38.4 63.0 24.2 38.4 63.0
May 23, 2008............... 22.3 37.0 60.3 22.3 37.0 60.3
May 23, 2009............... 20.9 35.5 58.8 20.9 35.5 58.8
May 23, 2010............... 20.1 34.1 58.9 20.1 34.1 58.9
May 23, 2011............... 0.0 0.0 NA 0.0 0.0 NA
N952AA N953AN
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001............... $32.2 $47.0 68.5% $32.9 $48.0 68.5%
May 23, 2002............... 31.2 46.3 67.4 31.2 45.9 68.1
May 23, 2003............... 30.4 44.9 67.8 30.2 44.4 67.9
May 23, 2004............... 29.3 43.4 67.5 28.9 43.0 67.3
May 23, 2005............... 27.5 41.9 65.5 27.1 41.6 65.2
May 23, 2006............... 25.6 40.5 63.1 25.2 40.1 62.9
May 23, 2007............... 24.6 39.0 63.0 24.3 38.7 62.7
May 23, 2008............... 22.7 37.6 60.3 22.5 37.2 60.3
May 23, 2009............... 21.3 36.1 58.8 21.1 35.8 58.8
May 23, 2010............... 20.4 34.7 58.9 20.2 34.4 58.9
May 23, 2011............... 0.0 0.0 NA 0.0 0.0 NA
IV-9
APPENDIX IV
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES -- (CONTINUED)
N954AN N955AN
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001............... $32.9 $48.0 68.5% $33.0 $48.2 68.5%
May 23, 2002............... 31.2 45.9 68.1 31.2 46.0 67.8
May 23, 2003............... 30.2 44.4 67.9 30.2 44.6 67.7
May 23, 2004............... 28.9 43.0 67.3 29.0 43.1 67.3
May 23, 2005............... 27.1 41.6 65.2 27.2 41.7 65.2
May 23, 2006............... 25.2 40.1 62.9 25.3 40.2 62.9
May 23, 2007............... 24.3 38.7 62.7 24.3 38.8 62.7
May 23, 2008............... 22.5 37.2 60.3 22.5 37.3 60.3
May 23, 2009............... 21.1 35.8 58.8 21.1 35.9 58.8
May 23, 2010............... 20.2 34.4 58.9 20.3 34.4 58.9
May 23, 2011............... 0.0 0.0 NA 0.0 0.0 NA
N956AN N957AN
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001............... $33.0 $48.2 68.5% $33.1 $48.3 68.5%
May 23, 2002............... 31.2 46.0 67.8 31.2 46.9 66.5
May 23, 2003............... 30.2 44.6 67.7 30.3 45.4 66.6
May 23, 2004............... 29.0 43.1 67.3 28.6 44.0 65.0
May 23, 2005............... 27.2 41.7 65.2 26.7 42.5 62.9
May 23, 2006............... 25.3 40.2 62.9 25.3 41.1 61.7
May 23, 2007............... 24.3 38.8 62.7 24.3 39.6 61.4
May 23, 2008............... 22.5 37.3 60.3 22.9 38.2 60.0
May 23, 2009............... 21.1 35.9 58.8 21.5 36.7 58.5
May 23, 2010............... 20.3 34.4 58.9 20.7 35.3 58.6
May 23, 2011............... 0.0 0.0 NA 0.0 0.0 NA
N788AN N789AN
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001............... $90.2 $131.7 68.5% $90.3 $131.9 68.5%
May 23, 2002............... 82.9 127.6 65.0 83.0 127.8 65.0
May 23, 2003............... 79.4 123.5 64.3 79.5 123.7 64.3
May 23, 2004............... 75.8 119.4 63.4 75.9 119.6 63.4
May 23, 2005............... 72.0 115.4 62.4 72.1 115.6 62.4
May 23, 2006............... 66.6 111.3 59.9 66.8 111.5 59.9
May 23, 2007............... 64.3 107.2 59.9 64.4 107.4 60.0
May 23, 2008............... 61.2 103.2 59.3 61.3 103.3 59.3
May 23, 2009............... 58.0 99.1 58.6 58.1 99.3 58.6
May 23, 2010............... 56.6 95.0 59.6 56.7 95.2 59.6
May 23, 2011............... 0.0 0.0 NA 0.0 0.0 NA
IV-10
APPENDIX IV
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES -- (CONTINUED)
N790AN N791AN
------------------------------------------- -------------------------------------------
EQUIPMENT EQUIPMENT
NOTE ASSUMED NOTE ASSUMED
OUTSTANDING AIRCRAFT LOAN TO OUTSTANDING AIRCRAFT LOAN TO
BALANCE VALUE AIRCRAFT BALANCE VALUE AIRCRAFT
(IN MILLIONS) (IN MILLIONS) VALUE RATIO (IN MILLIONS) (IN MILLIONS) VALUE RATIO
------------- ------------- ----------- ------------- ------------- -----------
May 24, 2001............... $90.4 $131.9 68.5% $90.4 $131.9 68.5
May 23, 2002............... 83.0 127.8 65.0 83.0 127.8 65.0
May 23, 2003............... 79.5 123.7 64.3 79.5 123.7 64.3
May 23, 2004............... 75.9 119.7 63.4 75.9 119.7 63.4
May 23, 2005............... 72.1 115.6 62.4 72.1 115.6 62.4
May 23, 2006............... 66.8 111.5 59.9 66.8 111.5 59.9
May 23, 2007............... 64.4 107.4 60.0 64.4 107.4 60.0
May 23, 2008............... 61.3 103.3 59.3 61.3 103.3 59.3
May 23, 2009............... 58.1 99.3 58.6 58.1 99.3 58.6
May 23, 2010............... 56.7 95.2 59.6 56.7 95.2 59.6
May 23, 2011............... 0.0 0.0 NA 0.0 0.0 NA
IV-11
APPENDIX IV
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES
IV-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, as amended,
provides in regard to indemnification of directors and officers as follows:
Section 145. Indemnification of officers, directors, employees and agents;
insurance
(a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
II-1
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
Article VII of American's By-Laws provides in regard to indemnification
of directors and officers as follows:
Section 1. Nature of Indemnity. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
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criminal, administrative or investigative by reason of the fact that he is or
was or has agreed to become a director or officer of the corporation, or is or
was serving or has agreed to serve at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action by reason of the fact that he
is or was or has agreed to become an employee or agent of the corporation, or is
or was serving or has agreed to serve at the request of the corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful; except that in the case of an action or suit by or in the
right of the corporation to procure a judgment in its favor (1) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Successful Defense. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section l
hereof or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Section 3. Determination That Indemnification Is Proper. (a) Any
indemnification of a director or officer of the corporation under Section l
hereof (unless ordered by a court) shall be made by the corporation unless a
determination is made that indemnification of the director or officer is not
proper in the circumstances because he has not met the applicable standard of
conduct set forth in Section l hereof. Such determination shall be made, with
respect to a director or officer, (1) by a majority vote of the directors who
are not parties to such action, suit or proceeding, even though less than a
quorum, or (2) by a committee of such directors designated by a majority vote of
such directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders.
(b) Any indemnification of an employee or agent of the corporation (who
is not also a director or officer of the corporation) under Section l hereof
(unless ordered by a court) may be made by the corporation upon a determination
that indemnification of the employee or agent is proper in the circumstances
because such person has met the applicable standard of conduct set forth in
Section l hereof. Such determination, in the case of an employee or agent, may
be made (1) in accordance with the procedures outlined in the second sentence of
this Section 3(a), or (2) by an officer of the corporation, upon delegation of
such authority by a majority of the Board of Directors.
Section 4. Advance Payment of Expenses. Expenses (including attorneys'
fees) incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this Article.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate. The board of directors may authorize the corporation's counsel to
represent a director, officer, employee or agent in any
II-3
action, suit or proceeding, whether or not the corporation is a party to such
action, suit or proceeding.
Section 5. Procedure for Indemnification of Directors or Officers. Any
indemnification of a director or officer of the corporation under Sections l and
2, or advance of costs, charges and expenses of a director or officer under
Section 4 of this Article, shall be made promptly, and in any event within 60
days, upon the written request of the director or officer. If the corporation
fails to respond within 60 days, then the request for indemnification shall be
deemed to be approved. The right to indemnification or advances as granted by
this Article shall be enforceable by the director or officer in any court of
competent jurisdiction if the corporation denies such request, in whole or in
part. Such person's costs and expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
action shall also be indemnified by the corporation. It shall be a defense to
any such action (other than an action brought to enforce a claim for the advance
of costs, charges and expenses under Section 4 of this Article where the
required undertaking, if any, has been received by the corporation) that the
claimant has not met the standard of conduct set forth in Section l of this
Article, but the burden of proving such defense shall be on the corporation.
Neither the failure of the corporation (including its board of directors or a
committee thereof, its independent legal counsel, and its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he has
met the applicable standard of conduct set forth in Section l of this Article,
nor the fact that there has been an actual determination by the corporation
(including its board of directors or a committee thereof, its independent legal
counsel, and its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
Section 6. Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between the
corporation and each director, officer, employee and agent who serves in such
capacity at any time while these provisions as well as the relevant provisions
of the Delaware Corporation Law are in effect and any repeal or modification
thereof shall not affect any right or obligation then existing with respect to
any state of facts then or previously existing or any action, suit, or
proceeding previously or thereafter brought or threatened based in whole or in
part upon any such state of facts. Such a "contract right" may not be modified
retroactively without the consent of such director, officer, employee or agent.
The indemnification provided by this Article VII shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
Section 7. Insurance. The corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director or officer of the corporation, or is or was serving at the request of
the corporation as director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article,
provided that such insurance is available on acceptable terms, which
determination shall be made by a vote of a majority of the entire board of
directors.
Section 8. Savings Clause. If this Article or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the corporation, to the full extent permitted by any applicable portion
of this Article that shall not have been invalidated and to the full extent
permitted by applicable law.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides in regard to the limitation
II-4
of liability of directors and officers as follows:
(b) In addition to the matters required to be set forth in the
certificate of incorporation by subsection (a) of this section, the certificate
of incorporation may also contain any or all of the following matters:
* * * *
(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director: (i) For any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of this title; or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective.
All references in this paragraph to a director shall also be deemed to refer (x)
to a member of the governing body of a corporation which is not authorized to
issue capital stock, and (y) to such other person or persons, if any, who,
pursuant to a provision of the certificate of incorporation in accordance with
Section 141(a) of this title, exercise or perform any of the powers or duties
otherwise conferred or imposed upon the board of directors by this title.
Article Ninth of American's Restated Certificate of Incorporation
provides in regard to the limitation of liability of directors and officers as
follows:
NINTH: No director of the corporation shall be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
American's directors and officers are also insured against claims
arising out of the performance of their duties in such capacities.
II-5
ITEM 21. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
4.1 Pass Through Trust Agreement, dated as of May 24, 2001, between
American Airlines, Inc. ("American") and State Street Bank and
Trust Company of Connecticut, National Association (the "Pass
Through Trustee")
4.2 Trust Supplement No. 2001-1A-1, dated as of May 24, 2001, between
American and the Pass Through Trustee
4.3 Form of 6.977% American Airlines Exchange Pass Through Certificate,
Series 2001-1A-1 (included in Exhibit 4.2)
4.4 Trust Supplement No. 2001-1A-2, dated as of May 24, 2001, between
American and the Pass Through Trustee
4.5 Form of 6.817% American Airlines Exchange Pass Through Certificate,
Series 2001-1A-2 (included in Exhibit 4.4)
4.6 Trust Supplement No. 2001-1B, dated as of May 24, 2001, between
American and the Pass Through Trustee
4.7 Form of 7.377% American Airlines Exchange Pass Through Certificate,
Series 2001-1B (included in Exhibit 4.6)
4.8 Trust Supplement No. 2001-1C, dated as of May 24, 2001, between
American and the Pass Through Trustee
4.9 Form of 7.379% American Airlines Exchange Pass Through Certificate,
Series 2001-1C (included in Exhibit 4.8)
4.10 Trust Supplement No. 2001-1D, dated as of May 24, 2001, between
American and the Pass Through Trustee
4.11 Form of 7.686% American Airlines Exchange Pass Through Certificate,
Series 2001-1D (included in Exhibit 4.10)
4.12 Intercreditor Agreement, dated as of May 24, 2001, among the Pass
Through Trustee, Boeing Capital Corporation (the "Liquidity
Provider") and State Street Bank and Trust Company of Connecticut,
National Association, as Subordination Agent (the "Subordination
Agent")
4.13 Revolving Credit Agreement (2001-1A-1), dated as of May 24, 2001,
between the Subordination Agent and the Liquidity Provider
4.14 Revolving Credit Agreement (2001-1A-2), dated as of May 24, 2001,
between the Subordination Agent and the Liquidity Provider
4.15 Revolving Credit Agreement (2001-1B), dated as of May 24, 2001,
between the Subordination Agent and the Liquidity Provider
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4.16 Revolving Credit Agreement (2001-1C), dated as of May 24, 2001,
between the Subordination Agent and the Liquidity Provider
4.17 Registration Rights Agreement, dated May 18, 2001, among American,
the Pass Through Trustee, Morgan Stanley & Co, Incorporated, Credit
Suisse First Boston Corporation, Salomon Smith Barney Inc. and
Dresdner Kleinwort Wasserstein Securities LLC
4.18 Amended and Restated Participation Agreement, dated as of May 24,
2001, among American, Thayer Leasing Company-1 (the "Owner
Participant"), Wells Fargo Bank Northwest, National Association, as
owner trustee (the "Owner Trustee"), Wilmington Trust Company, as
indenture trustee (the "Indenture Trustee"), State Street Bank and
Trust Company of Connecticut, National Association, as loan trustee
(the "Loan Trustee"), the Pass Through Trustee, the Subordination
Agent and Boeing Nevada, Inc., as original loan participant,
relating to one McDonnell Douglas MD-83 aircraft bearing United
States registration number N9630A ("N9630A")
4.19 Amended and Restated Trust Agreement, dated as of May 24, 2001,
between the Owner Participant and the Owner Trustee, relating to
N9630A
4.20 Amended and Restated Trust Indenture and Security Agreement, dated
as of May 24, 2001, between the Owner Trustee and the Loan Trustee,
relating to N9630A
4.21 Amended and Restated Lease Agreement, dated as of May 24, 2001,
between the owner Trustee and American, relating to N9630A
4.22 Form of Series 2001-1 Equipment Notes, relating to N9630A (included
in Exhibit 4.20)
4.23 Participation Agreement, dated as of May 24, 2001, among American,
the Pass Through Trustee, the Subordination Agent, the Loan Trustee
and State Street Bank and Trust Company of Connecticut, in its
individual capacity as set forth therein, relating to one Boeing
777-223ER aircraft bearing United States registration number N788AN
("N788AN")
4.24 Indenture and Security Agreement, dated as of May 24, 2001, among
American and the Loan Trustee, relating to N788AN
4.25 Form of Series 2001-1 Equipment Notes, relating to N788AN (included
in Exhibit 4.24)
5.1 Opinion of Anne H. McNamara, Senior Vice President and General
Counsel of American
23.1 Consent of Ernst & Young LLP
23.2 Consent of Anne H. McNamara, Senior Vice President and General
Counsel of American (included in Exhibit 5.1)
23.3 Consent of Aircraft Information Services, Inc.
23.4 Consent of Aviation Solutions, Inc.
23.5 Consent of Morten Beyer & Agnew
24.1 Powers of Attorney
25.1 Statement of Eligibility of State Street Bank and Trust Company of
Connecticut, National Association for the 2001-1A-1 Pass Through
Certificates on Form T-1
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25.2 Statement of Eligibility of State Street Bank and Trust Company of
Connecticut, National Association for the 2001-1A-2 Pass Through
Certificates on Form T-1 (included as Exhibit 25.1)
25.3 Statement of Eligibility of State Street Bank and Trust Company of
Connecticut, National Association for the 2001-1B Pass Through
Certificates on Form T-1 (included as Exhibit 25.1)
25.4 Statement of Eligibility of State Street Bank and Trust Company of
Connecticut, National Association for the 2001-1C Pass Through
Certificates on Form T-1 (included as Exhibit 25.1)
25.5 Statement of Eligibility of State Street Bank and Trust Company of
Connecticut, National Association for the 2001-1D Pass Through
Certificates on Form T-1 (included as Exhibit 25.1)
99.1 Form of Letter of Transmittal
99.2 Form of Notice of Guaranteed Delivery
99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
99.4 Form of Letter to Clients
99.5 Schedule I
Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 99.5
filed herewith contains (a) a list of other documents applicable to the
McDonnell Douglas aircraft leased by American that relate to the offering of
American's Pass Through Certificates, Series 2001-1, which documents are
substantially identical to those applicable to the McDonnell Douglas MD-83
aircraft bearing United States registration number N9630A (which are filed
herewith as Exhibits 4.18, 4.19, 4.20, 4.21 and 4.22) and (b) a list of other
documents applicable to the Boeing aircraft owned by American that relate to the
offering of American's Pass Through Certificates, Series 2001-1, which documents
are substantially identical to those applicable to the Boeing 777-223ER aircraft
bearing United States registration number N788AN (which are filed herewith as
Exhibits 4.23, 4.24 and 4.25). Exhibit 99.5 sets forth the details by which such
other documents differ from the corresponding documents filed in respect of the
aircraft bearing United States registration number N9630A and N788AN,
respectively.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered
II-8
(if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement; provided, however,
that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(c) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(d) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, American
Airlines, Inc. has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth,
State of Texas, on this 16th day of November, 2001.
AMERICAN AIRLINES, INC.
By /s/ Anne H. McNamara
--------------------------------------
ANNE H. MCNAMARA
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE
---------- -----
DONALD J. CARTY Chairman of the Board, |
President and Chief Executive |
Officer; Director (Principal |
Executive Officer) |
|
|
THOMAS W. HORTON Senior Vice President - Finance |
and Chief Financial Officer |
(Principal Financial and |
Accounting Officer) |
|
|
JOHN W. BACHMANN | |
| |
DAVID L. BOREN | |
| |
EDWARD A. BRENNAN | |
| | By /s/ Anne H. McNamara
ARMANDO M. CODINA | | -----------------------
| | (Anne H. McNamara
EARL G. GRAVES | | Attorney-in-Fact)
| |
ANN McLAUGHLIN KOROLOGOS | Directors | Date: November 16, 2001
| |
MICHAEL A. MILES | |
| |
PHILIP J. PURCELL | |
| |
JOE M. RODGERS | |
| |
JUDITH RODIN | |
| |
ROGER T. STAUBACH | |
S-1
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
4.1 Pass Through Trust Agreement, dated as of May 24, 2001, between
American Airlines, Inc. ("American") and State Street Bank and
Trust Company of Connecticut, National Association (the "Pass
Through Trustee")
4.2 Trust Supplement No. 2001-1A-1, dated as of May 24, 2001, between
American and the Pass Through Trustee
4.3 Form of 6.977% American Airlines Exchange Pass Through Certificate,
Series 2001-1A-1 (included in Exhibit 4.2)
4.4 Trust Supplement No. 2001-1A-2, dated as of May 24, 2001, between
American and the Pass Through Trustee
4.5 Form of 6.817% American Airlines Exchange Pass Through Certificate,
Series 2001-1A-2 (included in Exhibit 4.4)
4.6 Trust Supplement No. 2001-1B, dated as of May 24, 2001, between
American and the Pass Through Trustee
4.7 Form of 7.377% American Airlines Exchange Pass Through Certificate,
Series 2001-1B (included in Exhibit 4.6)
4.8 Trust Supplement No. 2001-1C, dated as of May 24, 2001, between
American and the Pass Through Trustee
4.9 Form of 7.379% American Airlines Exchange Pass Through Certificate,
Series 2001-1C (included in Exhibit 4.8)
4.10 Trust Supplement No. 2001-1D, dated as of May 24, 2001, between
American and the Pass Through Trustee
4.11 Form of 7.686% American Airlines Exchange Pass Through Certificate,
Series 2001-1D (included in Exhibit 4.10)
4.12 Intercreditor Agreement, dated as of May 24, 2001, among the Pass
Through Trustee, Boeing Capital Corporation (the "Liquidity
Provider") and State Street Bank and Trust Company of Connecticut,
National Association, as Subordination Agent (the "Subordination
Agent")
4.13 Revolving Credit Agreement (2001-1A-1), dated as of May 24, 2001,
between the Subordination Agent and the Liquidity Provider
4.14 Revolving Credit Agreement (2001-1A-2), dated as of May 24, 2001,
between the Subordination Agent and the Liquidity Provider
4.15 Revolving Credit Agreement (2001-1B), dated as of May 24, 2001,
between the Subordination Agent and the Liquidity Provider
4.16 Revolving Credit Agreement (2001-1C), dated as of May 24, 2001,
between the Subordination Agent and the Liquidity Provider
4.17 Registration Rights Agreement, dated May 18, 2001, among American,
the Pass Through Trustee, Morgan Stanley & Co, Incorporated, Credit
Suisse First Boston Corporation, Salomon Smith Barney Inc. and
Dresdner Kleinwort Wasserstein Securities LLC
4.18 Amended and Restated Participation Agreement, dated as of May 24,
2001, among American, Thayer Leasing Company-1 (the "Owner
Participant"), Wells Fargo Bank Northwest, National Association, as
owner trustee (the "Owner Trustee"), Wilmington Trust Company, as
indenture trustee (the "Indenture Trustee"), State Street Bank and
Trust Company of Connecticut, National Association, as loan trustee
(the "Loan Trustee"), the Pass Through Trustee, the Subordination
Agent and Boeing Nevada, Inc., as original loan participant,
relating to one McDonnell Douglas MD-83 aircraft bearing United
States registration number N9630A ("N9630A")
4.19 Amended and Restated Trust Agreement, dated as of May 24, 2001,
between the Owner Participant and the Owner Trustee, relating to
N9630A
4.20 Amended and Restated Trust Indenture and Security Agreement, dated
as of May 24, 2001, between the Owner Trustee and the Loan Trustee,
relating to N9630A
4.21 Amended and Restated Lease Agreement, dated as of May 24, 2001,
between the owner Trustee and American, relating to N9630A
4.22 Form of Series 2001-1 Equipment Notes, relating to N9630A (included
in Exhibit 4.20)
4.23 Participation Agreement, dated as of May 24, 2001, among American,
the Pass Through Trustee, the Subordination Agent, the Loan Trustee
and State Street Bank and Trust Company of Connecticut, in its
individual capacity as set forth therein, relating to one Boeing
777-223ER aircraft bearing United States registration number N788AN
("N788AN")
4.24 Indenture and Security Agreement, dated as of May 24, 2001, among
American and the Loan Trustee, relating to N788AN
4.25 Form of Series 2001-1 Equipment Notes, relating to N788AN (included
in Exhibit 4.24)
5.1 Opinion of Anne H. McNamara, Senior Vice President and General
Counsel of American
23.1 Consent of Ernst & Young LLP
23.2 Consent of Anne H. McNamara, Senior Vice President and General
Counsel of American (included in Exhibit 5.1)
23.3 Consent of Aircraft Information Services, Inc.
23.4 Consent of Aviation Solutions, Inc.
23.5 Consent of Morten Beyer & Agnew
24.1 Powers of Attorney
25.1 Statement of Eligibility of State Street Bank and Trust Company of
Connecticut, National Association for the 2001-1A-1 Pass Through
Certificates on Form T-1
25.2 Statement of Eligibility of State Street Bank and Trust Company of
Connecticut, National Association for the 2001-1A-2 Pass Through
Certificates on Form T-1 (included as Exhibit 25.1)
25.3 Statement of Eligibility of State Street Bank and Trust Company of
Connecticut, National Association for the 2001-1B Pass Through
Certificates on Form T-1 (included as Exhibit 25.1)
25.4 Statement of Eligibility of State Street Bank and Trust Company of
Connecticut, National Association for the 2001-1C Pass Through
Certificates on Form T-1 (included as Exhibit 25.1)
25.5 Statement of Eligibility of State Street Bank and Trust Company of
Connecticut, National Association for the 2001-1D Pass Through
Certificates on Form T-1 (included as Exhibit 25.1)
99.1 Form of Letter of Transmittal
99.2 Form of Notice of Guaranteed Delivery
99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
99.4 Form of Letter to Clients
99.5 Schedule I
Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 99.5
filed herewith contains (a) a list of other documents applicable to the
McDonnell Douglas aircraft leased by American that relate to the offering of
American's Pass Through Certificates, Series 2001-1, which documents are
substantially identical to those applicable to the McDonnell Douglas MD-83
aircraft bearing United States registration number N9630A (which are filed
herewith as Exhibits 4.18, 4.19, 4.20, 4.21 and 4.22) and (b) a list of other
documents applicable to the Boeing aircraft owned by American that relate to the
offering of American's Pass Through Certificates, Series 2001-1, which documents
are substantially identical to those applicable to the Boeing 777-223ER aircraft
bearing United States registration number N788AN (which are filed herewith as
Exhibits 4.23, 4.24 and 4.25). Exhibit 99.5 sets forth the details by which such
other documents differ from the corresponding documents filed in respect of the
aircraft bearing United States registration number N9630A and N788AN,
respectively.