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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/24/16 American Airlines Group Inc. 10-K 12/31/15 173:25M Donnelley … Solutions/FA American Airlines Inc |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.33M
4: EX-10.36 Material Contract HTML 63K
2: EX-10.6 Material Contract HTML 107K
3: EX-10.8 Material Contract HTML 103K
5: EX-10.97 Material Contract HTML 72K
6: EX-10.98 Material Contract HTML 67K
9: EX-21 Subsidiaries List HTML 57K
10: EX-23.1 Consent of Experts or Counsel HTML 53K
11: EX-23.2 Consent of Experts or Counsel HTML 53K
7: EX-12.1 Statement re: Computation of Ratios HTML 68K
8: EX-12.2 Statement re: Computation of Ratios HTML 68K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 54K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 54K
14: EX-31.3 Certification -- §302 - SOA'02 HTML 54K
15: EX-31.4 Certification -- §302 - SOA'02 HTML 54K
16: EX-32.1 Certification -- §906 - SOA'02 HTML 53K
17: EX-32.2 Certification -- §906 - SOA'02 HTML 53K
24: R1 Document and Entity Information HTML 87K
25: R2 Consolidated Statements of Operations HTML 145K
26: R3 Consolidated Statements of Comprehensive Income HTML 103K
(Loss)
27: R4 Consolidated Balance Sheets HTML 181K
28: R5 Consolidated Balance Sheets (Parenthetical) HTML 65K
29: R6 Consolidated Statements of Cash Flows HTML 179K
30: R7 Consolidated Statements of Stockholders' Equity HTML 138K
(Deficit)
31: R8 Consolidated Statements of Stockholders' Equity HTML 73K
(Deficit) (Parenthetical)
32: R9 Nature of Operations and Operating Environment HTML 60K
33: R10 Emergence from Chapter 11 HTML 130K
34: R11 Bankruptcy Settlement Obligations HTML 75K
35: R12 Merger and Related Matters HTML 107K
36: R13 Basis of Presentation and Summary of Significant HTML 216K
Accounting Policies
37: R14 Special Items, Net HTML 102K
38: R15 Earnings (Loss) Per Share HTML 80K
39: R16 Share Repurchase Programs and Dividends HTML 71K
40: R17 Debt HTML 204K
41: R18 Income Taxes HTML 160K
42: R19 Risk Management HTML 66K
43: R20 Investments and Fair Value Measurements HTML 147K
44: R21 Retirement Benefits HTML 538K
45: R22 Accumulated Other Comprehensive Income (Loss) HTML 134K
46: R23 Commitments, Contingencies and Guarantees HTML 178K
47: R24 Supplemental Cash Flow Information HTML 73K
48: R25 Operating Segments and Related Disclosures HTML 81K
49: R26 Share-based Compensation HTML 218K
50: R27 Valuation and Qualifying Accounts HTML 106K
51: R28 Quarterly Financial Data HTML 103K
52: R29 Financial Information for Subsidiary Guarantors HTML 487K
and Non-guarantor Subsidiaries
53: R30 Subsequent Events HTML 58K
54: R31 Transactions with Related Parties HTML 63K
55: R32 Basis of Presentation and Summary of Significant HTML 253K
Accounting Policies (Policies)
56: R33 Emergence from Chapter 11 (Tables) HTML 71K
57: R34 Bankruptcy Settlement Obligations (Tables) HTML 64K
58: R35 Merger and Related Matters (Tables) HTML 89K
59: R36 Basis of Presentation and Summary of Significant HTML 127K
Accounting Policies (Tables)
60: R37 Special Items, Net (Tables) HTML 99K
61: R38 Earnings (Loss) Per Share (Tables) HTML 77K
62: R39 Share Repurchase Programs and Dividends (Tables) HTML 63K
63: R40 Debt (Tables) HTML 134K
64: R41 Income Taxes (Tables) HTML 125K
65: R42 Investments and Fair Value Measurements (Tables) HTML 142K
66: R43 Retirement Benefits (Tables) HTML 396K
67: R44 Accumulated Other Comprehensive Income (Loss) HTML 129K
(Tables)
68: R45 Commitments, Contingencies and Guarantees (Tables) HTML 118K
69: R46 Supplemental Cash Flow Information (Tables) HTML 71K
70: R47 Operating Segments and Related Disclosures HTML 73K
(Tables)
71: R48 Share-based Compensation (Tables) HTML 194K
72: R49 Valuation and Qualifying Accounts (Tables) HTML 104K
73: R50 Quarterly Financial Data (Tables) HTML 98K
74: R51 Financial Information for Subsidiary Guarantors HTML 304K
and Non-guarantor Subsidiaries (Tables)
75: R52 Transactions with Related Parties (Tables) HTML 60K
76: R53 Nature of Operations and Operating Environment - HTML 75K
Additional Information (Detail)
77: R54 Emergence from Chapter 11 - Additional Information HTML 169K
(Detail)
78: R55 Emergence from Chapter 11 - Schedule of HTML 67K
Reorganization Items, Net (Detail)
79: R56 Emergence from Chapter 11 - Schedule of HTML 61K
Reorganization Items, Net (Parenthetical) (Detail)
80: R57 Bankruptcy Settlement Obligations - Components of HTML 59K
Bankruptcy Settlement Obligations (Detail)
81: R58 Bankruptcy Settlement Obligations - Additional HTML 84K
Information (Detail)
82: R59 Merger and Related Matters - Additional HTML 86K
Information (Detail)
83: R60 Merger and Related Matters - Schedule of HTML 75K
Calculation of Fair Value of Consideration
Transferred (Detail)
84: R61 Merger and Related Matters - Schedule of HTML 92K
Allocation of Consideration Transferred (Detail)
85: R62 Merger and Related Matters - Schedule of Pro-forma HTML 60K
Impact of Merger (Detail)
86: R63 Basis of Presentation and Summary of Significant HTML 184K
Accounting Policies - Additional Information
(Detail)
87: R64 Basis of Presentation and Summary of Significant HTML 77K
Accounting Policies - Summary of Depreciable Asset
(Detail)
88: R65 Basis of Presentation and Summary of Significant HTML 77K
Accounting Policies - Schedule of Amortizable
Intangible Assets (Detail)
89: R66 Basis of Presentation and Summary of Significant HTML 72K
Accounting Policies - Schedule of Future
Amortization Expense (Detail)
90: R67 Basis of Presentation and Summary of Significant HTML 93K
Accounting Policies - Components of Regional
Expenses (Detail)
91: R68 Basis of Presentation and Summary of Significant HTML 56K
Accounting Policies - Components of Regional
Expenses (Parenthetical) (Detail)
92: R69 Special Items, Net - Components of Company's HTML 70K
Special Items, Net Included in Consolidated
Statements of Operations (Detail)
93: R70 Special Items, Net - Components of Company's HTML 151K
Special Items, Net Included in Consolidated
Statements of Operations (Parenthetical) (Detail)
94: R71 Earnings (Loss) per Share - Additional Information HTML 53K
(Detail)
95: R72 Earnings (Loss) per Share - Computation of Basic HTML 94K
and Diluted Earnings (Loss) per Share (Detail)
96: R73 Earnings (Loss) per Share - Computation of Basic HTML 58K
and Diluted Earnings (Loss) per Share
(Parenthetical) (Detail)
97: R74 Share Repurchase Program and Dividend - Additional HTML 69K
Information (Detail)
98: R75 Share Repurchase Programs and Dividends - Summary HTML 55K
of Cash Dividends Declared (Detail)
99: R76 Debt - Components of Long-Term Debt (Detail) HTML 112K
100: R77 Debt - Components of Long-Term Debt HTML 139K
(Parenthetical) (Detail)
101: R78 Debt - Summary of Availability under Revolving HTML 64K
Credit Facilities (Detail)
102: R79 Debt - Additional Information (Detail) HTML 58K
103: R80 Debt - Schedule of Maturities of Long-Term Debt HTML 70K
and Capital Leases (Detail)
104: R81 Debt - Components of Long-Term Debt - 2013 Credit HTML 125K
Facilities (Detail)
105: R82 Debt - Components of Long-Term Debt - 2014 Credit HTML 155K
Facilities (Detail)
106: R83 Debt - Components of Long-Term Debt - 2013 HTML 84K
Citicorp Credit Facility (Detail)
107: R84 Debt - Components of Long-Term Debt - 2015-1 HTML 75K
Aircraft Enhanced Equipment Trust Certificates
(Detail)
108: R85 Debt - Components of Long-Term Debt - 2015-2 HTML 83K
Aircraft Enhanced Equipment Trust Certificates
(Detail)
109: R86 Debt - Components of Long-Term Debt - Other HTML 73K
Aircraft Financing Transactions (Detail)
110: R87 Debt - Components of Long-Term Debt - Obligations HTML 103K
Associated With Special Facility Revenue Bonds
(Detail)
111: R88 Debt - Components of Long-Term Debt - AAdvantage HTML 57K
Loan (Detail)
112: R89 Debt - Components of Long-Term Debt - Senior Notes HTML 69K
(Detail)
113: R90 Debt - Components of Long-Term Debt - Guarantees HTML 71K
(Detail)
114: R91 Debt - Schedule of Collateral Coverage Tests HTML 79K
(Detail)
115: R92 Debt - Schedule of Collateral Coverage Tests HTML 59K
(Parenthetical) (Detail)
116: R93 Income Taxes - Components of Income Tax Provision HTML 65K
(Benefit) (Detail)
117: R94 Income Taxes - Computation of Income Tax Provision HTML 84K
(Benefit) (Detail)
118: R95 Income Taxes - Additional Information (Detail) HTML 114K
119: R96 Income Taxes - Deferred Tax Assets and Liabilities HTML 104K
(Detail)
120: R97 Risk Management - Additional Information (Detail) HTML 57K
121: R98 Investments and Fair Value Measurements - Summary HTML 99K
of Assets Measured at Fair Value on Recurring
Basis (Detail)
122: R99 Investments and Fair Value Measurements - Summary HTML 63K
of Assets Measured at Fair Value on Recurring
Basis (Parenthetical) (Detail)
123: R100 Investments and Fair Value Measurements - HTML 56K
Additional Information (Detail)
124: R101 Investments and Fair Value Measurements - Schedule HTML 62K
of Carrying Value and Estimated Fair Value of
Long-Term Debt, Including Current Maturities
(Detail)
125: R102 Retirement Benefits - Additional Information HTML 82K
(Detail)
126: R103 Retirement Benefits - Schedule of Changes in HTML 92K
Projected Benefit Obligations (Detail)
127: R104 Retirement Benefits - Schedule of Changes in Fair HTML 84K
Value of Plan Assets (Detail)
128: R105 Retirement Benefits - Schedule of Amounts HTML 74K
Recognized in Consolidated Balance Sheets (Detail)
129: R106 Retirement Benefits - Schedule of Amounts HTML 68K
Recognized in Other Comprehensive Income (Detail)
130: R107 Retirement Benefits - Schedule of Accumulated HTML 75K
Benefit Obligations Exceeding Fair Value of Plan
Assets (Detail)
131: R108 Retirement Benefits - Schedule of Changes in Fair HTML 55K
Value of Plan Assets (Parenthetical) (Detail)
132: R109 Retirement Benefits - Schedule of Amounts HTML 58K
Recognized in Consolidated Balance Sheets
(Parenthetical) (Detail)
133: R110 Retirement Benefits - Schedule of Amounts HTML 58K
Recognized in Other Comprehensive Income
(Parenthetical) (Detail)
134: R111 Retirement Benefits - Components of Net Periodic HTML 94K
Benefit Cost (Income) (Detail)
135: R112 Retirement Benefits - Components of Net Periodic HTML 56K
Benefit Cost (Income) (Parenthetical) (Detail)
136: R113 Retirement Benefits - Schedule of Assumption Used HTML 70K
to Determine Benefit Obligations (Detail)
137: R114 Retirement Benefits - Schedule of Allocation of HTML 95K
Plan Assets (Detail)
138: R115 Retirement Benefits - Schedule of Fair Value of HTML 175K
Pension Plan Assets by Asset Category (Detail)
139: R116 Retirement Benefits - Schedule of Fair Value of HTML 146K
Pension Plan Assets by Asset Category
(Parenthetical) (Detail)
140: R117 Retirement Benefits - Changes in Fair Value HTML 76K
Measurements of Level 3 Investments (Detail)
141: R118 Retirement Benefits - Fair Values of Other HTML 82K
Postretirement Benefit Plan Assets by Asset
Category (Detail)
142: R119 Retirement Benefits - Schedule of Health Care Cost HTML 62K
Trend Rates (Detail)
143: R120 Retirement Benefits - Schedule of One Percentage HTML 64K
Point Change in Assumed Health Care Cost Trend
Rates (Detail)
144: R121 Accumulated Other Comprehensive Income (Loss) - HTML 125K
Components of Accumulated Other Comprehensive
Income (Loss) (Detail)
145: R122 Accumulated Other Comprehensive Income (Loss) - HTML 74K
Reclassifications out of Accumulated Other
Comprehensive Income (Loss) (Detail)
146: R123 Accumulated Other Comprehensive Income (Loss) - HTML 63K
Additional Information (Detail)
147: R124 Commitments, Contingencies and Guarantees - HTML 69K
Long-term Purchase Commitments (Detail)
148: R125 Commitments, Contingencies and Guarantees - HTML 55K
Long-term Purchase Commitments (Parenthetical)
(Detail)
149: R126 Commitments, Contingencies and Guarantees - HTML 179K
Additional Information (Detail)
150: R127 Commitments, Contingencies and Guarantees - HTML 82K
Unrecorded Unconditional Purchase Obligations
(Detail)
151: R128 Commitments, Contingencies and Guarantees - HTML 67K
Unrecorded Unconditional Purchase Obligations
(Parenthetical) (Detail)
152: R129 Commitments, Contingencies and Guarantees - Future HTML 74K
Minimum Operating Lease Payments (Detail)
153: R130 Commitments, Contingencies and Guarantees - Future HTML 56K
Minimum Operating Lease Payments (Parenthetical)
(Detail)
154: R131 Supplemental Cash Flow Information - Cash Flow HTML 70K
Information and Non-Cash Investing and Financing
Activities (Detail)
155: R132 Operating Segments and Related Disclosures - HTML 55K
Additional Information (Detail)
156: R133 Operating Segments and Related Disclosures - HTML 70K
Operating Revenues by Geographic Region (Detail)
157: R134 Share Based Compensation - Additional Information HTML 170K
(Detail)
158: R135 Share Based Compensation - Schedule of HTML 91K
Stock-Settled RSU Award Activity (Detail)
159: R136 Share Based Compensation - Stock Option and HTML 119K
Stock-Settled SAR Award Activity for All Plans
(Detail)
160: R137 Share Based Compensation - Cash-Settled SAR Award HTML 117K
Activity for All Plans (Detail)
161: R138 Valuation and Qualifying Accounts - Components of HTML 83K
Valuation and Qualifying Accounts (Detail)
162: R139 Quarterly Financial Data - Summarized Financial HTML 90K
Data (Detail)
163: R140 Quarterly Financial Data - Additional Information HTML 71K
(Detail)
164: R141 Financial Information for Subsidiary Guarantors HTML 202K
and Non-guarantor Subsidiaries - Consolidating
Statement of Operations (Detail)
165: R142 Financial Information for Subsidiary Guarantors HTML 147K
and Non-guarantor Subsidiaries - Consolidating
Statement of Comprehensive Income (Detail)
166: R143 Financial Information for Subsidiary Guarantors HTML 218K
and Non-guarantor Subsidiaries - Condensed
Consolidating Balance Sheet (Detail)
167: R144 Financial Information for Subsidiary Guarantors HTML 145K
and Non-guarantor Subsidiaries - Condensed
Consolidating Statement of Cash Flows (Detail)
168: R145 Subsequent Events - Additional Information HTML 110K
(Detail)
169: R146 Transactions with Related Parties - Summary of Net HTML 64K
Payables to (Receivables from) Related Parties
(Detail)
170: R147 Transactions with Related Parties - Additional HTML 59K
Information (Detail)
172: XML IDEA XML File -- Filing Summary XML 328K
171: EXCEL IDEA Workbook of Financial Reports XLSX 257K
18: EX-101.INS XBRL Instance -- aal-20151231 XML 8.80M
20: EX-101.CAL XBRL Calculations -- aal-20151231_cal XML 509K
21: EX-101.DEF XBRL Definitions -- aal-20151231_def XML 2.68M
22: EX-101.LAB XBRL Labels -- aal-20151231_lab XML 2.80M
23: EX-101.PRE XBRL Presentations -- aal-20151231_pre XML 3.06M
19: EX-101.SCH XBRL Schema -- aal-20151231 XSD 447K
173: ZIP XBRL Zipped Folder -- 0001193125-16-474605-xbrl Zip 648K
| EX-10.8 |
Exhibit 10.8
EXECUTION VERSION
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “First Amendment”), dated as of October 26, 2015 among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (the “Parent”), US Airways Group, Inc., a Delaware corporation and US Airways, Inc., a Delaware corporation (together with Parent, the “Guarantors”), the Existing Revolving Lenders (as defined below) party hereto, Industrial and Commercial Bank of China Limited, New York Branch (“ICBC”) and US Bank, National Association (“US Bank” and, together with ICBC, the “New Revolving Lenders”) and Deutsche Bank AG New York Branch (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”) and as an issuing lender (in such capacity, an “Issuing 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 Guarantors, the lenders from time to time party thereto, the Administrative Agent and certain other parties thereto are parties to that certain Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015 (as amended, amended and restated, supplemented or otherwise modified to but not including the First Amendment Effective Date as defined below, the “Credit Agreement”);
WHEREAS, pursuant to Section 2.28(b) of the Credit Agreement, the Borrower may make a Revolver Extension Offer to all Revolving Lenders holding Revolving Commitments under the Credit Agreement to extend the maturity date of each such Revolving Lender’s Revolving Commitment;
WHEREAS, the Borrower hereby (i) requests that each Revolving Lender that is a party to the Credit Agreement immediately prior to the First Amendment Effective Date (each, an “Existing Revolving Lender”) extend the maturity of such Existing Revolving Lender’s Revolving Commitment pursuant to, and in accordance with the terms of, Section 2.28(b), (c), (d) and (e) of the Credit Agreement and this First Amendment (with such request constituting a Revolver Extension Offer for purposes of the Credit Agreement) and requests that the Administrative Agent waive any applicable notice period otherwise required thereby and (ii) specifies as the Minimum Extension Condition for such Revolving Extension Offer that all such Revolving Commitments be subject to the Revolving Extension contemplated hereby;
WHEREAS, the Existing Revolving Lenders are willing to extend the maturity date of their respective Revolving Commitments, subject to and on the terms and conditions set forth herein and in Section 2.28(b), (c), (d) and (e) of the Credit Agreement;
WHEREAS, the undersigned Existing Revolving Lenders and New Revolving Lenders desire to reallocate the Revolving Commitments among themselves (the “Reallocation”) and that each Revolving Lender will hold such Revolving Commitment as is set out opposite its name on Schedule 1;
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WHEREAS, the Borrower and DBNY, in its capacity as an Issuing Lender, have agreed to reduce the LC Commitment of DBNY to $150,000,000, as set out on Schedule 1;
WHEREAS, pursuant to that certain engagement letter (the “First Amendment Engagement Letter”) dated as of September 30, 2015, Citigroup Global Markets Inc. (“CGMI”) has agreed to act as the “left” lead arranger (the “Lead Arranger”) with respect to this First Amendment;
WHEREAS, the Borrower desires to appoint each of Deutsche Bank Securities Inc. (“DB”), Barclays Bank PLC (“Barclays”), BNP Paribas Securities Corp. (“BNP”), Credit Agricole Corporate and Investment Bank (“Credit Agricole”), Credit Suisse Securities (USA) LLC (“CS”), Goldman Sachs Bank USA (“GS”), ICBC, J.P. Morgan Securities LLC (“JPM”), Merrill Lynch, Pierce, Fenner & Smith, Incorporated (“Merrill”) and Morgan Stanley Senior Funding, Inc. (“MSSF”) to act as joint lead arrangers and bookrunners with respect to this First Amendment (each, a “Joint Lead Arranger and Bookrunner”);
WHEREAS, the Borrower desires to appoint each of Barclays, CGMI, CS, DB, GS, JPM, Merrill and MSSF to act as syndication agents with respect to this First Amendment (each, a “Syndication Agent”);
WHEREAS, the Borrower desires to appoint each of BNP, Credit Agricole, ICBC and US Bank to act as documentation agents with respect to this First Amendment (each, a “Documentation Agent”); and
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 - Reallocation of Revolving Commitments. On the First Amendment Effective Date, the Borrower, the Existing Revolving Lenders and the New Revolving Lenders agree that (1) there shall be an automatic adjustment to the Revolving Commitment Percentage of each Revolving Lender in the aggregate LC Exposure (if any) to reflect the new Revolving Commitment Percentage of each Revolving Lender in the aggregate LC Exposure (if any) and (2) each New Revolving Lender shall become a Revolving Lender under the Credit Agreement (as amended hereby). The Existing Revolving Lenders and the New Revolving Lenders shall be deemed to have made assignments among themselves in order to achieve the allocation of Revolving Commitments set forth in Schedule 1.
SECTION TWO - Extension of Revolving Facility and Decrease of LC Commitment. On the First Amendment Effective Date (immediately after giving effect to the Reallocation contemplated in Section 1), the Credit Agreement is modified as follows:
(a) The definition of “Revolving Facility Maturity Date” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
““Revolving Facility Maturity Date” shall mean, with respect to (a) Revolving Commitments that have not been extended pursuant to Section 2.28(b), but
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including Revolving Commitments extended or made available pursuant to the First Amendment, October 10, 2020 and (b) with respect to Extended Revolving Commitments extended after the First Amendment Effective Date (as defined in the First Amendment), the final maturity date therefor as specified in the applicable Extension Offer accepted by the respective Revolving Lender or Revolving Lenders.”;
(b) The definition of “LC Commitment” is hereby amended by deleting the last sentence of said definition in its entirety and inserting in lieu thereof the following new sentence:
“The aggregate amount of the LC Commitments as of the First Amendment Effective Date (as defined in the First Amendment) shall not exceed $150,000,000.”; and
(c) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition in appropriate alphabetical order:
““First Amendment” shall mean the First Amendment to this Agreement, dated as of October 26, 2015.”; and
(d) “Annex A” of the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Schedule 1.
Notwithstanding anything in this First Amendment or the Credit Agreement to the contrary, the Administrative Agent hereby waives the minimum notice required by Section 2.28(e) of the Credit Agreement in connection with the Revolver Extension to be effected pursuant to this First Amendment.
SECTION THREE - Titles and Roles. The parties hereto agree that, as of the First Amendment Effective Date and in connection with the First Amendment:
(a) CGMI shall be designated as, and perform the roles associated with, the Lead Arranger;
(b) each of DB, Barclays, BNP, Credit Agricole, CS, GS, ICBC, JPM, Merrill and MSSF shall be designated as, and perform the roles associated with, a Joint Lead Arranger and Bookrunner;
(c) each of Barclays, CGMI, CS, DB, GS, JPM, Merrill and MSSF shall be designated as, and perform the roles associated with, a Syndication Agent; and
(d) each of BNP, Credit Agricole, ICBC and US Bank shall be designated as, and perform the roles associated with, a Documentation Agent.
For the avoidance of doubt, the provisions of Section 10.04 of the Credit Agreement shall apply to, and inure to the benefit of, the Lead Arranger, each Joint Lead Arranger and Bookrunner, each Syndication Agent and each Documentation Agent in connection with their respective roles hereunder.
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SECTION FOUR - 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, each Guarantor, the Administrative Agent, each Issuing Lender, each Existing Revolving Lender and each New Revolving Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10014, attention: Peixuan Wu;
(b) all reasonable invoiced out-of-pocket expenses incurred by the Lead Arranger and the Administrative Agent pursuant to Section 10.04 of the Credit Agreement or the First Amendment Engagement Letter (including the reasonable and documented fees, charges and disbursements of counsel) 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 a customary written opinion of Latham & Watkins LLP, special counsel for Parent, the Borrower and each other Guarantor addressed to the Administrative Agent and the Revolving Lenders party hereto, and dated the First Amendment Effective Date;
(d) the Borrower shall have paid to the Administrative Agent (for the account of the Existing Revolving Lenders) all fees and interest accrued pursuant to Sections 2.07, 2.15, 2.16, 2.20 and 2.21 of the Credit Agreement in respect of the Revolving Facility to, and including, the First Amendment Effective Date, whether or not then due and payable under the terms of the Credit Agreement;
(e) the condition to the Revolving Extension effected pursuant to this First Amendment set forth in Section 2.28(b)(i) of the Credit Agreement shall have been satisfied;
(f) 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 each 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 (i)), (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 each 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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(g) the Administrative Agent shall have received evidence that the First Amendment to that certain Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015 between, among others, the Borrower and Citibank N.A. as administrative agent has, or will contemporaneously with the First Amendment Effective Date, become effective; and
(h) 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).
SECTION FIVE - No Default; Representations and Warranties. In order to induce the Revolving Lenders and the Administrative Agent to enter into this First Amendment, the Borrower represents and warrants to each of the Revolving 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 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 SIX - Confirmation. The Borrower and each 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 Revolving Commitments (as extended and increased pursuant to this First Amendment) and all obligations of the Guarantors with respect of the guarantee of such obligations, respectively, and (ii) reaffirm the grant of Liens on the Collateral to secure the Obligations (as extended and increased pursuant to this First Amendment) pursuant to the Collateral Documents.
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SECTION SEVEN - 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. On the First Amendment Effective Date, the amendments set forth in clauses (a) and (b) of Section One above and the waivers of the Administrative Agent set forth in Section One above shall be deemed to have become effective immediately prior to the effectiveness of the amendments set forth in clauses (c) and (d) and the last paragraph of Section One.
SECTION EIGHT - 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 NINE - 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 TEN - 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 Revolving 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]
6
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 W. Weir | |||
| Name: | Thomas W. Weir | |||
| Title: | Vice President and Treasurer | |||
| AMERICAN AIRLINES GROUP INC., as Parent and a Guarantor | ||||
| By: | /s/ Thomas W. Weir | |||
| Name: | Thomas W. Weir | |||
| Title: | Vice President and Treasurer | |||
| US AIRWAYS GROUP INC., as a Guarantor | ||||
| By: | /s/ Thomas W. Weir | |||
| Name: | Thomas W. Weir | |||
| Title: | Vice President and Treasurer | |||
| US AIRWAYS INC., as a Guarantor | ||||
| By: | /s/ Thomas W. Weir | |||
| Name: | Thomas W. Weir | |||
| Title: | Vice President and Treasurer | |||
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| DEUTSCHE BANK AG NEW YORK BRANCH, | ||
| as Administrative Agent | ||
| By: | /s/ Michael Shannon | |
| Name: | Michael Shannon | |
| Title: | Vice President | |
| /s/ Michael Winters | ||
| Michael Winters | ||
| Vice President | ||
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| DEUTSCHE BANK AG NEW YORK BRANCH, as Issuing Lender | ||
| By: | /s/ Michael Shannon | |
| Name: | Michael Shannon | |
| Title: | Vice President | |
| /s/ Michael Winters | ||
| Michael Winters | ||
| Vice President | ||
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| DEUTSCHE BANK AG NEW YORK BRANCH, as Existing Revolving Lender | ||
| By: | /s/ Michael Shannon | |
| Name: | Michael Shannon | |
| Title: | Vice President | |
| By: | /s/ Peter Cucchiara | |
| Name: | Peter Cucchiara | |
| Title | Vice President | |
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| Bank of America. N.A. | ||
| as Existing Revolving Lender | ||
| By: | ||
| Name: | Christopher Wozniak | |
| Title: | Vice President | |
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| Barclays Bank PLC, | ||
| as an Existing Revolving Lender | ||
| By: | /s/ Christopher Lee | |
| Name: | Christopher Lee | |
| Title: | Vice President | |
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| BNP PARIBAS, as an Existing Revolving Lender | ||
| By: | /s/ Robert Papas | |
| Name: | Robert Papas | |
| Title: | Director Transportation Group-Aviation Finance | |
| /s/ ERIC CHILTON | ||
| ERIC CHILTON | ||
| MANAGING DIRECTOR | ||
First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| CITIBANK N.A., as an Existing Revolving Lender | ||
| By: | /s/ Robert Cohen | |
| Name: | Robert Cohen | |
| Title: | Vice President | |
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| Credit Agricole Corporate and Investment Bank | ||
| as an Existing Revolving Lender | ||
| By: | ||
| Name: | Yevgeniya Levitin | |
| Title: | Managing Director | |
| By: | /s/ Thomas Jean | |
| Name: | Thomas Jean | |
| Title: | Director | |
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| CREDIT SUISSE AG, CAYMAN ISLANDS | ||
| BRANCH, as an Existing Revolving Lender | ||
| By: | /s/ VIPUL DHADDA | |
| Name: | VIPUL DHADDA | |
| Title: | AUTHORIZED SIGNATORY | |
| By: | ||
| Name: | D. ANDREW MALETTA | |
| Title: | AUTHORIZED SIGNATORY | |
First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| GOLDMAN SACHS BANK USA, | ||
| as Existing Revolving Lender | ||
| By: | /s/ Rebecca Kratz | |
| Name: | Rebecca Kratz | |
| Title: | Authorized Signatory | |
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| GOLDMAN SACHS LENDING PARTNERS LLC, | ||
| as Existing Revolving Lender | ||
| By: | /s/ Rebecca Kratz | |
| Name: | Rebecca Kratz | |
| Title: | Authorized Signatory | |
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, | ||
| as a New Revolving Lender | ||
| By: | /s/ Marcia Bockol | |
| Name: | Marcia Bockol | |
| Title: | Executive Director, ICBC, New York Branch | |
| By: | /s/ Vito Ferrara | |
| Name: | Vito Ferrara | |
| Title: | Deputy General Manager | |
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| JPMORGAN CHASE BANK, N.A. | ||
| as Existing Revolving Lender | ||
| By: | ||
| Name: | Matthew H. Massie | |
| Title: | Managing Director | |
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| MORGAN STANLEY BANK, N.A., | ||
| as an Existing Revolving Lender | ||
| By: | /s/ Michael King | |
| Name: | Michael King | |
| Title: | Authorized Signatory | |
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| MORGAN STANLEY SENIOR FUNDING, INC., | ||
| as an Existing Revolving Lender | ||
| By: | /s/ Michael King | |
| Name: | Michael King | |
| Title: | Vice President | |
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
| US Bank, National Association, | ||
| as a New Revolving Lender | ||
| By: | /s/ Steven L. Sawyer | |
| Name: | Steven L. Sawyer | |
| Title: | Senior Vice President | |
Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)
Schedule 1
Lenders and Commitments
| Name of Bank |
Revolving Commitment |
LC Commitment | ||||||
| Deutsche Bank AG New York Branch |
$ | 144,330,000 | $ | 150,000,000 | ||||
| Citibank, N.A. |
$ | 144,330,000 | — | |||||
| Bank of America, N.A. |
$ | 144,330,000 | — | |||||
| Barclays Bank PLC |
$ | 144,330,000 | — | |||||
| BNP Paribas |
$ | 72,165,000 | — | |||||
| Credit Agricole Corporate and Investment Bank |
$ | 72,165,000 | — | |||||
| Credit Suisse AG, Cayman Islands Branch |
$ | 144,330,000 | — | |||||
| Goldman Sachs Bank USA |
$ | 72,698,600 | — | |||||
| Goldman Sachs Lending Partners LLC |
$ | 71,631,400 | — | |||||
| Industrial and Commercial Bank of China Limited, New York Branch |
$ | 72,165,000 | — | |||||
| JPMorgan Chase Bank, N.A. |
$ | 144,330,000 | — | |||||
| Morgan Stanley Bank, N.A. |
$ | 37,698,600 | — | |||||
| Morgan Stanley Senior Funding, Inc. |
$ | 106,631,400 | — | |||||
| US Bank, National Association |
$ | 28,865,000 | — | |||||
|
|
|
|
|
|||||
| Total |
$ | 1,400,000,000 | $ | 150,000,000 | ||||
|
|
|
|
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|||||
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 10/10/20 | ||||
| Filed on: | 2/24/16 | 4 | ||
| For Period end: | 12/31/15 | 5, 8-K | ||
| 10/26/15 | 8-K | |||
| 9/30/15 | 10-Q | |||
| 5/21/15 | ||||
| 4/20/15 | 4, 8-K | |||
| 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 6/03/16 SEC UPLOAD¶ 9/11/17 1:33K American Airlines, Inc. 5/19/16 SEC UPLOAD¶ 9/11/17 1:160K American Airlines, Inc. |