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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/09/13 American Airlines Group Inc. 8-K:1,2,3,512/09/13 14:711K RR Donnelley/FA American Airlines Inc |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 84K 2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 150K 3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 132K 4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 20K 5: EX-4.2 Instrument Defining the Rights of Security Holders HTML 28K 6: EX-4.3 Instrument Defining the Rights of Security Holders HTML 19K 7: EX-10.1 Material Contract HTML 16K 8: EX-10.2 Material Contract HTML 19K 9: EX-10.3 Material Contract HTML 28K 10: EX-10.4 Material Contract HTML 63K 11: EX-10.5 Material Contract HTML 11K 12: EX-10.6 Material Contract HTML 10K 13: EX-10.9 Material Contract HTML 71K 14: EX-14.1 Code of Ethics HTML 17K
| EX-10.2 |
Exhibit 10.2
EXECUTION VERSION
INSTRUMENT OF ASSUMPTION AND JOINDER
THIS INSTRUMENT OF ASSUMPTION AND JOINDER (this “Agreement”), dated as of December 9, 2013 is by and among US AIRWAYS GROUP, INC., a Delaware corporation, US AIRWAYS, INC., a Delaware corporation (each, a “New Subsidiary Loan Party”), AMERICAN AIRLINES, INC., a Delaware corporation (the “Borrower”), AMERICAN AIRLINES GROUP INC. (f/k/a AMR CORPORATION), a Delaware corporation (“Parent”), the other Subsidiaries of Parent from time to time party hereto other than the Borrower (the “Guarantors”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Lenders (together with its permitted successors in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (together with its permitted successors in such capacity, the “Collateral Agent”) under that certain Credit and Guaranty Agreement, dated as of June 27, 2013 (as amended by Amendment No. 1, dated as of August 5, 2013, and as may be further as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Borrower, Parent, the Guarantors party thereto from time to time, the Administrative Agent, the Collateral Agent, Deutsche Bank AG New York Branch, as issuing lender (in such capacity, the “Issuing Lender”), and the Lenders party thereto from time to time. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Each New Subsidiary Loan Party hereby agrees as follows:
1. Each New Subsidiary Loan Party hereby acknowledges, agrees and confirms that, by its execution of this Agreement, as provided in section 5.09(a) of the Credit Agreement, each New Subsidiary Loan Party will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement and the Guaranty, and each individually agrees that it is bound by the terms, conditions and obligations set forth therein as if each had been an original signatory thereto.
2. Each New Subsidiary Loan Party acknowledges and confirms that it has received a copy of the Credit Agreement and the schedule and exhibits thereto. The information on Schedule 3.06 to the Credit Agreement is hereby amended to include the information shown on the attached Schedule A.
3. Each New Subsidiary Loan Party hereby agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver any further documents and perform any further acts as the Administrative Agent may reasonably request in order to effect the purposes of this Agreement.
4. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF
CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
5. This Agreement (a) may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract and (b) may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective officers as of the date first above written.
| AMERICAN AIRLINES, INC. | ||
| By: | ||
| Name: Kenneth W. Wimberly | ||
| Title: Vice President, Deputy General Counsel and Assistant Corporate Secretary | ||
| AMERICAN AIRLINES GROUP INC. (f/k/a/ AMR CORPORATION) | ||
| By: | ||
| Name: Kenneth W. Wimberly | ||
| Title: Vice President, Deputy General Counsel and Assistant Corporate Secretary | ||
| US AIRWAYS GROUP, INC. | ||
| By: | /s/ Derek J. Kerr | |
| Name: Derek J. Kerr | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| US AIRWAYS, INC. | ||
| By: | /s/ Derek J. Kerr | |
| Name: Derek J. Kerr | ||
| Title: Executive Vice President and Chief Financial Officer | ||
SIGNATURE PAGE TO INSTRUMENT OF ASSUMPTION AND JOINDER
| ACKNOWLEDGED AND ACCEPTED: | ||
| DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent | ||
| By: | /s/ Peter Cucchiara | |
| Name: Peter Cucchiara | ||
| Title: Vice President | ||
| By: | /s/ Michael Winters | |
| Name: Michael Winters | ||
| Title: Vice President | ||
| DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent | ||
| By: | /s/ Peter Cucchiara | |
| Name: Peter Cucchiara | ||
| Title: Vice President | ||
| By: | /s/ Michael Winters | |
| Name: Michael Winters | ||
| Title: Vice President | ||
SIGNATURE PAGE TO INSTRUMENT OF ASSUMPTION AND JOINDER
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period End: | 12/9/13 | 3, 4, 8-K, 8-K/A, S-8 | ||
| 8/5/13 | 425, 8-K | |||
| 6/27/13 | 425, 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 5/10/23 American Airlines Group Inc. S-8 5/10/23 5:199K Donnelley … Solutions/FA 2/24/23 American Airlines Group Inc. S-3ASR 2/24/23 10:1.5M Donnelley … Solutions/FA 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 |