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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/17 American Airlines Group Inc. 10-K 12/31/16 145:24M Donnelley … Solutions/FA American Airlines Inc |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.03M
2: EX-10.1 Material Contract HTML 2.24M
3: EX-10.33 Material Contract HTML 349K
4: EX-10.81 Material Contract HTML 77K
7: EX-21 Subsidiaries List HTML 54K
8: EX-23.1 Consent of Experts or Counsel HTML 44K
5: EX-12.1 Statement re: Computation of Ratios HTML 61K
6: EX-12.2 Statement re: Computation of Ratios HTML 61K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 46K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 45K
11: EX-31.3 Certification -- §302 - SOA'02 HTML 45K
12: EX-31.4 Certification -- §302 - SOA'02 HTML 46K
13: EX-32.1 Certification -- §906 - SOA'02 HTML 45K
14: EX-32.2 Certification -- §906 - SOA'02 HTML 45K
21: R1 Document and Entity Information HTML 78K
22: R2 Consolidated Statements of Operations HTML 131K
23: R3 Consolidated Statements of Comprehensive Income HTML 80K
24: R4 Consolidated Balance Sheets HTML 172K
25: R5 Consolidated Balance Sheets (Parenthetical) HTML 55K
26: R6 Consolidated Statements of Cash Flows HTML 162K
27: R7 Consolidated Statements of Stockholders' Equity HTML 113K
(Deficit)
28: R8 Consolidated Statements of Stockholders' Equity HTML 59K
(Deficit) (Parenthetical)
29: R9 Basis of Presentation and Summary of Significant HTML 242K
Accounting Policies
30: R10 Special Items, Net HTML 91K
31: R11 Earnings Per Common Share HTML 71K
32: R12 Share Repurchase Programs and Dividends HTML 77K
33: R13 Debt HTML 233K
34: R14 Income Taxes HTML 167K
35: R15 Risk Management HTML 56K
36: R16 Fair Value Measurements HTML 152K
37: R17 Employee Benefit Plans HTML 602K
38: R18 Accumulated Other Comprehensive Income (Loss) HTML 127K
39: R19 Commitments, Contingencies and Guarantees HTML 183K
40: R20 Supplemental Cash Flow Information HTML 62K
41: R21 Operating Segments and Related Disclosures HTML 72K
42: R22 Share-based Compensation HTML 196K
43: R23 Valuation and Qualifying Accounts HTML 77K
44: R24 Quarterly Financial Data (Unaudited) HTML 94K
45: R25 Subsequent Events HTML 53K
46: R26 Transactions with Related Parties HTML 55K
47: R27 Basis of Presentation and Summary of Significant HTML 267K
Accounting Policies (Policies)
48: R28 Basis of Presentation and Summary of Significant HTML 127K
Accounting Policies (Tables)
49: R29 Special Items, Net (Tables) HTML 90K
50: R30 Earnings Per Common Share (Tables) HTML 70K
51: R31 Share Repurchase Programs and Dividends (Tables) HTML 67K
52: R32 Debt (Tables) HTML 190K
53: R33 Income Taxes (Tables) HTML 149K
54: R34 Fair Value Measurements (Tables) HTML 134K
55: R35 Employee Benefit Plans (Tables) HTML 589K
56: R36 Accumulated Other Comprehensive Income (Loss) HTML 126K
(Tables)
57: R37 Commitments, Contingencies and Guarantees (Tables) HTML 111K
58: R38 Supplemental Cash Flow Information (Tables) HTML 60K
59: R39 Operating Segments and Related Disclosures HTML 64K
(Tables)
60: R40 Share-based Compensation (Tables) HTML 175K
61: R41 Valuation and Qualifying Accounts (Tables) HTML 74K
62: R42 Quarterly Financial Data (Unaudited) (Tables) HTML 90K
63: R43 Transactions with Related Parties (Tables) HTML 52K
64: R44 Basis of Presentation and Summary of Significant HTML 142K
Accounting Policies - Additional Information
(Detail)
65: R45 Basis of Presentation and Summary of Significant HTML 67K
Accounting Policies - Summary of Depreciable Asset
(Detail)
66: R46 Basis of Presentation and Summary of Significant HTML 68K
Accounting Policies - Schedule of Amortizable
Intangible Assets (Detail)
67: R47 Basis of Presentation and Summary of Significant HTML 63K
Accounting Policies - Schedule of Future
Amortization Expense (Detail)
68: R48 Basis of Presentation and Summary of Significant HTML 83K
Accounting Policies - Components of Regional
Expenses (Detail)
69: R49 Basis of Presentation and Summary of Significant HTML 48K
Accounting Policies - Components of Regional
Expenses (Parenthetical) (Detail)
70: R50 Special Items - Components of Company's Special HTML 55K
Items, Net Included in Consolidated Statements of
Operations (Detail)
71: R51 Special Items - Additional Disclosures (Detail) HTML 101K
72: R52 Earnings (Loss) per Share - Computation of Basic HTML 85K
and Diluted Earnings per Common Share (Detail)
73: R53 Earnings (Loss) per Share - Computation of Basic HTML 49K
and Diluted Earnings per Common Share
(Parenthetical) (Detail)
74: R54 Share Repurchase Programs and Dividends - Share HTML 60K
Repurchase Programs (Detail)
75: R55 Share Repurchase Programs and Dividends - HTML 50K
Dividends (Detail)
76: R56 Debt - Components of Long-Term Debt (Detail) HTML 129K
77: R57 Debt - Summary of Availability under Revolving HTML 55K
Credit Facilities (Detail)
78: R58 Debt - Additional Information (Detail) HTML 48K
79: R59 Debt - Schedule of Maturities of Long-Term Debt HTML 61K
and Capital Leases (Detail)
80: R60 Debt - Components of Long-Term Debt - 2013, 2014 HTML 86K
and 2016 Credit Facilities (Detail)
81: R61 Debt - Components of Long-Term Debt - 2013, 2014 HTML 57K
and 2016 Credit Facilities (Parenthetical)
(Detail)
82: R62 Debt - 2013, 2014 and 2016 Credit Facilities HTML 69K
(Detail)
83: R63 Debt - Components of Long-Term Debt - 2016-1 HTML 53K
Enhanced Equipment Trust Certificates (Detail)
84: R64 Debt - Details of 2016-1 Enhanced Equipment Trust HTML 59K
Certificates (Detail)
85: R65 Debt - Components of Long-Term Debt - 2016-2 HTML 53K
Enhanced Equipment Trust Certificates (Detail)
86: R66 Debt - Details of 2016-2 Enhanced Equipment Trust HTML 59K
Certificates (Detail)
87: R67 Debt - Components of Long-Term Debt - 2016-3 HTML 58K
Enhanced Equipment Trust Certificates (Detail)
88: R68 Debt - Details of 2016-3 Enhanced Equipment Trust HTML 58K
Certificates (Detail)
89: R69 Debt - Components of Long-Term Debt - Equipment HTML 53K
Loans and Other Notes Payable Issued in 2016
(Detail)
90: R70 Debt - Components of Long-Term Debt - Special HTML 78K
Facility Revenue Bonds (Detail)
91: R71 Debt - Details of Senior Notes (Detail) HTML 54K
92: R72 Debt - Components of Long-Term Debt - Senior Notes HTML 46K
(Detail)
93: R73 Debt - Components of Long-Term Debt - Guarantees HTML 57K
(Detail)
94: R74 Debt - Schedule of Collateral Coverage Tests HTML 65K
(Detail)
95: R75 Income Taxes - Components of Income Tax Provision HTML 70K
(Benefit) (Detail)
96: R76 Income Taxes - Computation of Income Tax Provision HTML 72K
(Benefit) (Detail)
97: R77 Income Taxes (Detail) HTML 86K
98: R78 Income Taxes - Deferred Tax Assets and Liabilities HTML 94K
(Detail)
99: R79 Risk Management - Additional Information (Detail) HTML 50K
100: R80 Fair Value Measurements - Summary of Assets HTML 92K
Measured at Fair Value on Recurring Basis (Detail)
101: R81 Fair Value Measurements - Additional Information HTML 47K
(Detail)
102: R82 Fair Value Measurements - Schedule of Carrying HTML 53K
Value and Estimated Fair Value of Long-Term Debt,
Including Current Maturities (Detail)
103: R83 Employee Benefit Plans - Additional Information HTML 89K
(Detail)
104: R84 Employee Benefit Plans - Schedule of Changes in HTML 81K
Projected Benefit Obligations (Detail)
105: R85 Employee Benefit Plans - Schedule of Changes in HTML 81K
Fair Value of Plan Assets (Detail)
106: R86 Employee Benefit Plans - Schedule of Changes in HTML 46K
Fair Value of Plan Assets (Parenthetical) (Detail)
107: R87 Employee Benefit Plans - Schedule of Amounts HTML 65K
Recognized in Consolidated Balance Sheets (Detail)
108: R88 Employee Benefit Plans - Schedule of Amounts HTML 61K
Recognized in Other Comprehensive Income (Detail)
109: R89 Employee Benefit Plans - Schedule of Amounts HTML 49K
Recognized in Consolidated Balance Sheets
(Parenthetical) (Detail)
110: R90 Employee Benefit Plans - Schedule of Accumulated HTML 66K
Benefit Obligations Exceeding Fair Value of Plan
Assets (Detail)
111: R91 Employee Benefit Plans - Components of Net HTML 81K
Periodic Benefit Cost (Income) (Detail)
112: R92 Employee Benefit Plans - Components of Net HTML 48K
Periodic Benefit Cost (Income) (Parenthetical)
(Detail)
113: R93 Employee Benefit Plans - Schedule of Assumption HTML 65K
Used to Determine Benefit Obligations (Detail)
114: R94 Employee Benefit Plans - Schedule of Assumption HTML 46K
Used to Determine Benefit Obligations
(Parenthetical) (Detail)
115: R95 Employee Benefit Plans - Schedule of One HTML 55K
Percentage Point Change in Assumed Health Care
Cost Trend Rates (Detail)
116: R96 Employee Benefit Plans - Schedule of Expected HTML 68K
Future Service Benefit Payments (Detail)
117: R97 Employee Benefit Plans - Schedule of Allocation of HTML 86K
Plan Assets (Detail)
118: R98 Employee Benefit Plans - Schedule of Fair Value of HTML 173K
Pension Plan Assets by Asset Category (Detail)
119: R99 Employee Benefit Plans - Schedule of Fair Value of HTML 137K
Pension Plan Assets by Asset Category
(Parenthetical) (Detail)
120: R100 Employee Benefit Plans - Changes in Fair Value HTML 64K
Measurements of Level 3 Investments (Detail)
121: R101 Employee Benefit Plans - Fair Values of Retiree HTML 75K
Medical and Other Postretirement Benefit Plans
Assets by Asset Category (Detail)
122: R102 Accumulated Other Comprehensive Income (Loss) - HTML 107K
Components of Accumulated Other Comprehensive
Income (Loss) (Detail)
123: R103 Accumulated Other Comprehensive Income (Loss) - HTML 63K
Reclassifications out of Accumulated Other
Comprehensive Income (Loss) (Detail)
124: R104 Commitments, Contingencies and Guarantees - HTML 60K
Long-term Purchase Commitments (Detail)
125: R105 Commitments, Contingencies and Guarantees - HTML 46K
Long-term Purchase Commitments (Parenthetical)
(Detail)
126: R106 Commitments, Contingencies and Guarantees - HTML 72K
Unrecorded Unconditional Purchase Obligations
(Detail)
127: R107 Commitments, Contingencies and Guarantees - HTML 124K
Additional Information (Detail)
128: R108 Commitments, Contingencies and Guarantees - HTML 58K
Unrecorded Unconditional Purchase Obligations
(Parenthetical) (Detail)
129: R109 Commitments, Contingencies and Guarantees - Future HTML 65K
Minimum Operating Lease Payments (Detail)
130: R110 Supplemental Cash Flow Information - Cash Flow HTML 57K
Information and Non-Cash Investing and Financing
Activities (Detail)
131: R111 Operating Segments and Related Disclosures - HTML 46K
Additional Information (Detail)
132: R112 Operating Segments and Related Disclosures - HTML 61K
Operating Revenues by Geographic Region (Detail)
133: R113 Share Based Compensation - Additional Information HTML 115K
(Detail)
134: R114 Share Based Compensation - Schedule of HTML 76K
Stock-Settled RSU Award Activity (Detail)
135: R115 Share Based Compensation - Stock Option and HTML 86K
Stock-Settled SAR Award Activity for All Plans
(Detail)
136: R116 Share Based Compensation - Cash-Settled SAR Award HTML 83K
Activity for All Plans (Detail)
137: R117 Valuation and Qualifying Accounts - Components of HTML 64K
Valuation and Qualifying Accounts (Detail)
138: R118 Quarterly Financial Data - Summarized Financial HTML 80K
Data (Detail)
139: R119 Quarterly Financial Data - Additional Information HTML 67K
(Detail)
140: R120 Subsequent Events - Additional Information HTML 94K
(Detail)
141: R121 Transactions with Related Parties (Detail) HTML 50K
142: R122 Transactions with Related Parties - Additional HTML 50K
Information (Detail)
144: XML IDEA XML File -- Filing Summary XML 271K
143: EXCEL IDEA Workbook of Financial Reports XLSX 189K
15: EX-101.INS XBRL Instance -- aal-20161231 XML 7.51M
17: EX-101.CAL XBRL Calculations -- aal-20161231_cal XML 376K
18: EX-101.DEF XBRL Definitions -- aal-20161231_def XML 2.11M
19: EX-101.LAB XBRL Labels -- aal-20161231_lab XML 2.20M
20: EX-101.PRE XBRL Presentations -- aal-20161231_pre XML 2.41M
16: EX-101.SCH XBRL Schema -- aal-20161231 XSD 327K
145: ZIP XBRL Zipped Folder -- 0001193125-17-051216-xbrl Zip 514K
| EX-10.81 |
Exhibit 10.81
EXECUTION VERSION
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “First Amendment”), dated as of October 31, 2016 among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (the “Parent” or the “Guarantor”), the lenders party hereto with a Replacement Class B Term Loan Commitment referred to below (the “Replacement Term Lenders”), each other lender party hereto and Barclays Bank PLC (“Barclays”), as administrative agent (in such capacity, the “Administrative Agent”) and as the designated lender of Replacement Class B Term Loans referred to below (in such capacity, the “Designated Replacement Term Lender”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantor, the lenders from time to time party thereto, the Administrative Agent and certain other parties thereto are parties to that certain Credit and Guaranty Agreement, dated as of April 29, 2016 (as amended and restated, supplemented or otherwise modified to but not including the First Amendment Effective Date as defined below, the “Credit Agreement”);
WHEREAS, on the date hereof, there are outstanding Class B Term Loans under the Credit Agreement (the “Existing Term Loans”) in an aggregate principal amount of $1,000,000,000;
WHEREAS, pursuant to Section 10.08(e) of the Credit Agreement, the Borrower desires to refinance in full the Existing Term Loans with the proceeds of the Replacement Class B Term Loans (as defined below) (the “Refinancing”); and
WHEREAS, the Borrower, the Administrative Agent, the Replacement Term Lenders and the other Lenders party hereto wish to amend the Credit Agreement to provide for (i) the Refinancing and (ii) certain other modifications to the Credit Agreement, in each case, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION ONE - Credit Agreement Amendments. Effective as of the First Amendment Effective Date (as defined below):
(a) The Credit Agreement is hereby amended as follows:
(i) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in appropriate alphabetical order:
“First Amendment” shall mean the First Amendment to Credit and Guaranty Agreement, dated as of October 31, 2016, by and among Parent, the
Borrower, the Administrative Agent, the Replacement Term Lenders and Barclays Bank PLC, in its capacity as the designated Lender of Replacement Class B Term Loans.
“First Amendment Effective Date” shall have the meaning provided in the First Amendment.
“Replacement Class B Term Loans” shall be the Term Loans incurred pursuant to the First Amendment.
“Replacement Class B Term Loan Commitment” shall mean the Term Loan Commitment of each Replacement Term Lender to make Replacement Class B Term Loans pursuant to the First Amendment.
“Replacement Class B Term Loan Commitment Schedule” shall mean the schedule of Replacement Class B Term Loan Commitments of each Replacement Term Lender provided to the Borrower on the First Amendment Effective Date by the Administrative Agent pursuant to the First Amendment.
“Replacement Term Lender” shall mean each Lender having a Term Loan Commitment to provide Replacement Class B Term Loans or, as the case may be, with an outstanding Replacement Class B Term Loan.
(ii) The definition of “Applicable Margin” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Applicable Margin” shall mean the rate per annum determined pursuant to the following:
| Class of Loans |
Applicable Margin Eurodollar Loans |
Applicable Margin ABR Loans | ||
| Replacement Class B Term Loans |
2.50% | 1.50% | ||
| Revolving Loans |
N/A | N/A | ||
(iii) The first sentence of the definition of “Class” is hereby amended by deleting “Class B Term Loans” where it first appears and replacing such term with “Replacement Class B Term Loans”.
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(iv) The definition of “LIBO Rate” is hereby amended by deleting “Class B Term Loans” and replacing it with “Replacement Class B Term Loans”.
(v) The definition of “Repricing Event” is hereby amended by deleting “Class B Term Loans” each place it appears and replacing it with “Replacement Class B Term Loans”.
(vi) The definition of “Term Loan” is hereby amended by deleting “Class B Term Loans” and replacing it with “Replacement Class B Term Loans”.
(vii) The definition of “Term Loan Commitment” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Term Loan Commitment” shall mean the commitment of each Term Lender to make Term Loans hereunder and, in the case of the Replacement Class B Term Loans, in an aggregate principal amount not to exceed the amount set forth under the heading “Replacement Class B Term Loans” opposite its name in the Replacement Class B Term Loan Commitment Schedule or in the Assignment and Acceptance pursuant to which such Term Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount of the Term Loan Commitments as of the First Amendment Effective Date was $1,000,000,000. The Term Loan Commitments as of the First Amendment Effective Date are for Replacement Class B Term Loans.
(viii) The definition of “Term Loan Maturity Date” is hereby amended by deleting “Class B Term Loans” and replacing it with “Replacement Class B Term Loans”.
(ix) Section 2.01(b) is hereby amended and restated by adding the following at the end of such Section:
On the First Amendment Effective Date, each Replacement Term Lender agrees to make to the Borrower the Replacement Class B Term Loans denominated in Dollars in an aggregate principal amount equal to such Replacement Term Lender’s Replacement Class B Term Loan Commitment in accordance with the terms and conditions of the First Amendment, which Replacement Class B Term Loans shall constitute Term Loans for all purposes of this Agreement.
(x) Section 2.10(b) is hereby amended and restated in its entirety as follows:
(b) The principal amounts of the Replacement Class B Term Loans shall be repaid in consecutive annual installments (each, an “Installment”) of 1.00% of the sum of (i) the original aggregate principal amount of the Class B Term Loans made on the Closing Date plus (ii) the original aggregate principal amount of any Incremental Term Loans of the same Class as the Replacement Class B Term Loans from time to time after the First Amendment Effective Date, on each anniversary of the Closing Date occurring prior to the Term Loan Maturity Date with respect to such Replacement Class B Term Loans commencing on April 28,
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2017. Notwithstanding the foregoing, (1) such Installments shall be reduced in connection with any mandatory or voluntary prepayments of the Replacement Class B Term Loans in accordance with Sections 2.12 and 2.13, as applicable and (2) the Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the applicable Term Loan Termination Date.
(xi) Section 2.13(a) is hereby amended by adding the following sentence at the end thereof:
Notwithstanding anything to the contrary above, no notice to the Administrative Agent shall be required in connection with the repayment of the Existing Term Loans (as defined in the First Amendment) with the proceeds of Replacement Class B Term Loans incurred on the First Amendment Effective Date.
(xii) Section 2.13(d) is hereby amended by (A) deleting “Class B Term Loans” each place it appears and replacing it with “Replacement Class B Term Loans” and (B) deleting “Closing Date” and replacing it with “First Amendment Effective Date”.
(xiii) Section 2.27(c) is hereby amended by deleting “Class B Term Loans” each place it appears and replacing it with “Replacement Class B Term Loans”.
(b) (i) Subject to the satisfaction (or waiver) of the conditions set forth in Section Three hereof, the Replacement Term Lenders hereby agree to make Replacement Class B Term Loans (as defined below) to the Borrower on the First Amendment Effective Date (as defined below) in the aggregate principal amount of $1,000,000,000, which shall be used solely to refinance in full all outstanding Existing Term Loans.
(ii) As of the First Amendment Effective Date, immediately prior to the effectiveness of the First Amendment, the Administrative Agent has prepared and provided a true and correct copy to the Borrower of a schedule (the “Replacement Class B Term Loan Commitments Schedule”) which sets forth the allocated commitments received by it (the “Replacement Class B Term Loan Commitments”) from the Lenders providing the Replacement Class B Term Loans. The Administrative Agent has notified each Replacement Term Lender of its allocated Replacement Class B Term Loan Commitment, and each of the Replacement Term Lenders is listed as a signatory to this First Amendment. On the First Amendment Effective Date, all Existing Term Loans shall be refinanced in full as follows:
(w) the outstanding aggregate principal amount of Existing Term Loans of each Lender which does not have a Replacement Class B Term Loan Commitment (each, a “Non-Converting Term Lender”) shall be repaid in full in cash;
(x) to the extent any Lender has a Replacement Class B Term Loan Commitment that is less than the full outstanding aggregate principal amount of Existing Term Loans of such Lender, such Lender shall be repaid in cash in an amount equal to the difference between the outstanding aggregate principal amount of Existing Term Loans of such Lender and such Lender’s Replacement Class B Term Loan Commitment (the “Non-Converting Term Portion”);
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(y) the outstanding aggregate principal amount of Existing Term Loans of each Lender which has a Replacement Class B Term Loan Commitment (each, a “Converting Term Lender,” and, together with the Non-Converting Term Lenders, the “Existing Term Lenders”) shall automatically be converted into Replacement Class B Term Loans (a “Converted Replacement Class B Term Loan”) in a principal amount equal to such Converting Term Lender’s Existing Term Loans outstanding on the First Amendment Effective Date immediately prior to such conversion, less an amount equal to any Non-Converting Term Portion; and
(z) (1) each Replacement Term Lender that is not an Existing Term Lender (each, a “New Term Lender”) and (2) each Converting Term Lender with a Replacement Class B Term Loan Commitment in an amount in excess of the aggregate principal amount of Existing Term Loans of such Converting Term Lender (such difference, the “New Term Commitment”), agrees to make to the Borrower a new Term Loan (each, a “New Term Loan” and, collectively, the “New Term Loans” and, together with the Converted Replacement Class B Term Loans, the “Replacement Class B Term Loans”) in a principal amount equal to such Converting Term Lender’s New Term Commitment or such New Term Lender’s Replacement Class B Term Loan Commitment, as the case may be, on the First Amendment Effective Date, which Replacement Class B Term Loans shall be subject to the terms of the Credit Agreement after giving effect to this First Amendment.
(iii) On the First Amendment Effective Date, each Replacement Term Lender hereby agrees to fund its Replacement Class B Term Loans in an aggregate principal amount equal to such Replacement Term Lender’s Replacement Class B Term Loan Commitment as follows: (x) each Converting Term Lender shall fund its Replacement Class B Term Loans to the Borrower by converting its then outstanding principal amount of Existing Term Loans into Replacement Class B Term Loans in an equal principal amount as provided in clause (ii)(y) above, (y) (1) each Converting Term Lender with a New Term Commitment shall fund in cash an amount equal to its New Term Commitment to the Designated Replacement Term Lender and (2) each New Term Lender shall fund in cash an amount equal to its Replacement Class B Term Loan Commitment to the Designated Replacement Term Lender, and (z) the Designated Replacement Term Lender shall fund in cash to the Borrower an amount equal to the New Term Commitment of each Converting Term Lender and the Replacement Class B Term Loan Commitment of each New Term Lender.
(iv) All outstanding Borrowings of Existing Term Loans shall continue in effect for the equivalent principal amount of Replacement Class B Term Loans after the First Amendment Effective Date and each resulting “borrowing” of Replacement Class B Term Loans shall be deemed to constitute a new deemed “borrowing” under the Credit Agreement and be subject to the same Interest Period (and the same LIBO Rate) applicable to the Existing Term Loans to which it relates immediately prior to the First Amendment Effective Date, which
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Interest Period shall continue in effect (until such Interest Periods expire, at which time subsequent Interest Periods shall be determined in accordance with the provisions of Section 2.05 of the Credit Agreement). New Term Loans shall be initially incurred as Eurodollar Loans and shall be allocated ratably to the outstanding deemed “borrowings” of Replacement Class B Term Loans on the First Amendment Effective Date. Each such Borrowing of New Term Loans shall be subject to (x) an Interest Period which commences on the First Amendment Effective Date and ends on the last day of the Interest Period applicable to the Existing Term Loans and (y) the same LIBO Rate applicable to the Replacement Class B Term Loans. The Replacement Class B Term Loans of each Replacement Term Lender shall be allocated ratably to such Interest Periods (based upon the relative principal amounts of Borrowings of Existing Term Loans subject to such Interest Periods immediately prior to the First Amendment Effective Date), with the effect being that Existing Term Loans which are converted into Converted Replacement Class Term Loans hereunder shall continue to be subject to the same Interest Periods and any Replacement Class B Term Loans that are funded in cash on the First Amendment Effective Date shall be ratably allocated to the various Interest Periods as described above.
(v) On the First Amendment Effective Date, the Borrower shall pay in cash (a) all interest accrued on the Existing Term Loans through the First Amendment Effective Date and (b) to each Non-Converting Term Lender and each Converting Term Lender with a Non-Converting Term Portion, any breakage loss or expenses due under Section 2.15 of the Credit Agreement (it being understood that existing Interest Periods of the Existing Term Loans held by Replacement Term Lenders prior to the First Amendment Effective Date shall continue on and after the First Amendment Effective Date and shall accrue interest in accordance with Section 2.07 of the Credit Agreement on and after the First Amendment Effective Date). Each Converting Term Lender hereby waives any entitlement to any breakage loss or expenses due under Section 2.15 of the Credit Agreement with respect to the repayment of that portion of its Existing Term Loans with the proceeds of Converted Replacement Class B Term Loans.
(vi) On the First Amendment Effective Date, all promissory notes, if any, evidencing the Existing Term Loans shall be automatically cancelled, and any Replacement Term Lender may request that its Replacement Class B Term Loan be evidenced by a promissory pursuant to Section 2.10(f) of the Credit Agreement.
SECTION TWO - Titles and Roles. The parties hereto agree that, as of the First Amendment Effective Date and in connection with the First Amendment:
(a) each of Barclays, Citi, CS Securities, DBSI, GSB, JPMS, ML, MS, BNP Securities, CA-CIB, ICBC and US Bank shall be designated as, and perform the roles associated with, a joint lead arranger and bookrunner (in such capacity, collectively, the “Lead Arrangers”);
(b) each of Barclays, Citi, CS Securities, DBSI, GSB, JPMS, ML and MS shall be designated as, and perform the roles associated with, a syndication agent (in such capacity, collectively, the “Syndication Agents”); and
(c) each of BNP Securities, CA-CIB, ICBC and US Bank shall be designated as, and perform the roles associated with, a documentation agent (in such capacity, collectively, the “Documentation Agents”).
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For the avoidance of doubt, the provisions of Section 10.04 of the Credit Agreement shall apply to, and inure to the benefit of, each Lead Arranger, each Syndication Agent and each Documentation Agent in connection with their respective roles hereunder.
SECTION THREE - Conditions to Effectiveness. The provisions of Section One of this First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions specified below shall have been satisfied:
(a) The Borrower, the Guarantor, the Administrative Agent, the Designated Replacement Term Lender and the Replacement Term Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, NY 10005, attention: ###;
(b) all reasonable invoiced out-of-pocket expenses incurred by the Lenders and the Administrative Agent pursuant to Section 10.04 of the Credit Agreement or the Engagement Letter, dated as of October 31, 2016, by and between, inter alios, the Borrower and the Lead Arrangers (including the reasonable and documented fees, charges and disbursements of counsel) and all accrued and unpaid fees, owing and payable (including any fees agreed to in connection with this First Amendment) shall have been paid to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (or such shorter period as may be agreed by the Borrower);
(c) the Administrative Agent shall have received an Officer’s Certificate certifying as to the Collateral Coverage Ratio in accordance with Section 4.02(d) of the Credit Agreement;
(d) the Administrative Agent shall have received a customary written opinion of Latham & Watkins LLP, special counsel for the Borrower and the Guarantor addressed to the Administrative Agent and the Replacement Term Lenders party hereto, and dated the First Amendment Effective Date;
(e) the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary (or similar Responsible Officer), dated the First Amendment Effective Date (i) certifying as to the incumbency and specimen signature of each Responsible Officer of the Borrower and the Guarantor executing this First Amendment or any other document delivered by it in connection herewith (such certificate to contain a certification of another Responsible Officer of that entity as to the incumbency and signature of the Responsible Officer signing the certificate referred to in this clause (e)), (ii) certifying that each constitutional document of each Loan Party previously delivered to the Administrative Agent has not been amended, supplemented, rescinded or otherwise modified and remains in full force and effect as of the date hereof, (iii) attaching resolutions of each Loan Party approving the transactions contemplated by the First Amendment and (iv) attaching a certificate of good standing for the Borrower and the Guarantor of the state of such entity’s incorporation or formation, dated as of a recent date, as to the good standing of that entity (to the extent available in the applicable jurisdiction);
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(f) the Administrative Agent shall have received an Officer’s Certificate certifying (A) the truth in all material respects of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (other than representations and warranties set forth in Sections 3.05(b), 3.06, 3.09(a) and 3.19 of the Credit Agreement) as though made on the date hereof, or, in the case of any such representation and warranty that relates to a specified date, as though made as of such date (provided, that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, before and after giving effect to this First Amendment) and (B) as to the absence of any event occurring and continuing, or resulting from this First Amendment on, the First Amendment Effective Date, that constitutes a Default or Event of Default; and
(g) the Administrative Agent shall have received a Loan Request delivered in compliance with Section 2.03(b) of the Credit Agreement not later than 1:00 p.m. New York City time one (1) Business Day before the First Amendment Effective Date.
SECTION FOUR - No Default; Representations and Warranties. In order to induce the Replacement Term Lenders and the Administrative Agent to enter into this First Amendment, the Borrower represents and warrants to each of the Replacement Term Lenders and the Administrative Agent that, on and as of the date hereof after giving effect to this First Amendment, (i) no Default or Event of Default has occurred and is continuing or would result from giving effect to this First Amendment and (ii) the representations and warranties contained in the Credit Agreement and the other Loan Documents (other than representations and warranties set forth in Sections 3.05(b), 3.06, 3.09(a) and 3.19 of the Credit Agreement) are true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of the date hereof or, in the case of any representations and warranties that expressly relate to an earlier date, as though made as of such date; provided, that any representation or warranty that is qualified by materiality (it being understood that any representation or warranty that excludes circumstances that would not result in a “Material Adverse Change” or “Material Adverse Effect” shall not be considered (for purposes of this proviso) to be qualified by materiality) shall be true and correct in all respects as of the applicable date, before and after giving effect to this First Amendment.
SECTION FIVE - Confirmation. The Borrower and the Guarantor hereby confirm that all of their obligations under the Credit Agreement (as amended hereby) are, and shall continue to be, in full force and effect. The parties hereto (i) confirm and agree that the term “Obligations” and “Guaranteed Obligations” as used in the Credit Agreement and the other Loan Documents shall include, without limitation, all obligations of the Borrower with respect to the Replacement Class B Term Loans (after giving effect to this First Amendment) and all obligations of the Guarantor with respect to the guarantee of such obligations, respectively, and (ii) reaffirm the grant of Liens on the Collateral to secure the Obligations (including the Obligations under the Replacement Class B Term Loans incurred pursuant to this First Amendment) pursuant to the Collateral Documents.
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SECTION SIX - Reference to and Effect on the Credit Agreement. On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended by this First Amendment. The Credit Agreement and each of the other Loan Documents, as specifically amended by this First Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. This First Amendment shall be deemed to be a “Loan Document” for all purposes of the Credit Agreement (as amended hereby) and the other Loan Documents. The execution, delivery and effectiveness of this First Amendment shall not, except as expressly provided herein, operate as an amendment or waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute an amendment or waiver of any provision of any of the Loan Documents.
SECTION SEVEN - Execution in Counterparts. This First Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this First Amendment by facsimile or electronic .pdf copy shall be effective as delivery of a manually executed counterpart of this First Amendment.
SECTION EIGHT - Governing Law. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION NINE - Miscellaneous. (a) The provisions set forth in Sections 10.03, 10.04, 10.05(b)-(d), 10.09, 10.10, 10.11, 10.13, 10.15, 10.16 and 10.17 of the Credit Agreement are hereby incorporated mutatis mutandis herein by reference thereto as fully and to the same extent as if set forth herein.
(b) For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this First Amendment, the Borrower and the Administrative Agent shall treat (and the Lenders party hereto hereby authorize the Administrative Agent to treat) the Term Loan Facility as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
[REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered as of the day and year first above written.
| AMERICAN AIRLINES, INC., as the Borrower | ||||
| By: | /s/ Thomas T. Weir | |||
| Name: | ||||
| Title: | Vice President and Treasurer | |||
| AMERICAN AIRLINES GROUP INC., as Parent and Guarantor | ||||
| By: | /s/ Thomas T. Weir | |||
| Name: | Thomas T. Weir | |||
| Title: | Vice President and Treasurer | |||
[First Amendment to Credit and Guaranty Agreement]
| BARCLAYS BANK PLC, as Administrative Agent | ||
| By: | /s/ Thomas M. Blouin | |
| Name: | Thomas M. Blouin | |
| Title: | Managing Director | |
[First Amendment to Credit and Guaranty Agreement]
| BARCLAYS BANK PLC, | ||
| as the Designated Replacement Term Lender and a Replacement Term Lender | ||
| By: | /s/ Thomas M. Blouin | |
| Name: | Thomas M. Blouin | |
| Title: | Managing Director | |
[First Amendment to Credit and Guaranty Agreement]
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/22/17 | S-3ASR | ||
| For Period end: | 12/31/16 | |||
| 10/31/16 | 4, 8-K | |||
| 4/29/16 | 8-K, DEF 14A, DEFA14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 American Airlines Group Inc. 10-K 12/31/23 147:24M 2/22/23 American Airlines Group Inc. 10-K 12/31/22 141:46M 2/22/22 American Airlines Group Inc. 10-K 12/31/21 162:47M 2/17/21 American Airlines Group Inc. 10-K 12/31/20 160:42M 5/04/17 SEC UPLOAD¶ 9/11/17 1:35K American Airlines, Inc. 4/13/17 SEC UPLOAD¶ 9/11/17 1:135K American Airlines, Inc. 3/22/17 SEC UPLOAD¶ 9/11/17 1:140K American Airlines, Inc. |