SEC Info - American Airlines Group Inc., et al. - ‘10-K’ for 12/31/17

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American Airlines Group Inc., et al. – ‘10-K’ for 12/31/17 – ‘EX-10.11’

On: Wednesday, 2/21/18, at 8:02am ET · For: 12/31/17 · Accession #: 6201-18-9 · File #s: 1-02691, 1-08400

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/21/18  American Airlines Group Inc.      10-K       12/31/17  136:27M
          American Airlines Inc

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.35M 
 4: EX-10.11    Material Contract                                   HTML     79K 
 5: EX-10.15    Material Contract                                   HTML     80K 
 6: EX-10.16    Material Contract                                   HTML     96K 
 2: EX-10.2     Material Contract                                   HTML    106K 
 7: EX-10.45    Material Contract                                   HTML    232K 
 8: EX-10.64    Material Contract                                   HTML     46K 
 3: EX-10.7     Material Contract                                   HTML     78K 
11: EX-21.1     Subsidiaries List                                   HTML     45K 
12: EX-23.1     Consent of Experts or Counsel                       HTML     41K 
 9: EX-12.1     Statement re: Computation of Ratios                 HTML     54K 
10: EX-12.2     Statement re: Computation of Ratios                 HTML     54K 
13: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
14: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
15: EX-31.3     Certification -- §302 - SOA'02                      HTML     42K 
16: EX-31.4     Certification -- §302 - SOA'02                      HTML     42K 
17: EX-32.1     Certification -- §906 - SOA'02                      HTML     41K 
18: EX-32.2     Certification -- §906 - SOA'02                      HTML     41K 
25: R1          Document and Entity Information                     HTML     73K 
26: R2          Consolidated Statements of Operations               HTML    125K 
27: R3          Consolidated Statements of Comprehensive Income     HTML     59K 
28: R4          Consolidated Balance Sheets                         HTML    163K 
29: R5          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
30: R6          Consolidated Statements of Cash Flows               HTML    140K 
31: R7          Consolidated Statements of Stockholders' Equity     HTML     96K 
32: R8          Consolidated Statements of Stockholders' Equity     HTML     49K 
                (Parenthetical)                                                  
33: R9          Basis of Presentation and Summary of Significant    HTML    348K 
                Accounting Policies                                              
34: R10         Special Items, Net                                  HTML    127K 
35: R11         Earnings Per Common Share                           HTML     69K 
36: R12         Share Repurchase Programs and Dividends             HTML     45K 
37: R13         Debt                                                HTML    285K 
38: R14         Income Taxes                                        HTML    198K 
39: R15         Risk Management                                     HTML     52K 
40: R16         Fair Value Measurements and Other Investments       HTML    179K 
41: R17         Employee Benefit Plans                              HTML    843K 
42: R18         Accumulated Other Comprehensive Income (Loss)       HTML    131K 
43: R19         Commitments, Contingencies and Guarantees           HTML    182K 
44: R20         Supplemental Cash Flow Information                  HTML     73K 
45: R21         Operating Segments and Related Disclosures          HTML     74K 
46: R22         Share-based Compensation                            HTML    106K 
47: R23         Valuation and Qualifying Accounts                   HTML     99K 
48: R24         Quarterly Financial Data (Unaudited)                HTML    137K 
49: R25         Subsequent Event                                    HTML     40K 
50: R26         Transactions with Related Parties                   HTML     52K 
51: R27         Basis of Presentation and Summary of Significant    HTML    366K 
                Accounting Policies (Policies)                                   
52: R28         Basis of Presentation and Summary of Significant    HTML    269K 
                Accounting Policies (Tables)                                     
53: R29         Special Items, Net (Tables)                         HTML    127K 
54: R30         Earnings Per Common Share (Tables)                  HTML     69K 
55: R31         Debt (Tables)                                       HTML    243K 
56: R32         Income Taxes (Tables)                               HTML    182K 
57: R33         Fair Value Measurements and Other Investments       HTML    167K 
                (Tables)                                                         
58: R34         Employee Benefit Plans (Tables)                     HTML    912K 
59: R35         Accumulated Other Comprehensive Income (Loss)       HTML    132K 
                (Tables)                                                         
60: R36         Commitments, Contingencies and Guarantees (Tables)  HTML    125K 
61: R37         Supplemental Cash Flow Information (Tables)         HTML     72K 
62: R38         Operating Segments and Related Disclosures          HTML     71K 
                (Tables)                                                         
63: R39         Share-based Compensation (Tables)                   HTML     84K 
64: R40         Valuation and Qualifying Accounts (Tables)          HTML     98K 
65: R41         Quarterly Financial Data (Unaudited) (Tables)       HTML    131K 
66: R42         Transactions with Related Parties (Tables)          HTML     50K 
67: R43         Basis of Presentation and Summary of Significant    HTML    110K 
                Accounting Policies - Additional Information                     
                (Detail)                                                         
68: R44         Basis of Presentation and Summary of Significant    HTML     73K 
                Accounting Policies - Operating Property and                     
                Equipment (Detail)                                               
69: R45         Basis of Presentation and Summary of Significant    HTML     63K 
                Accounting Policies - Schedule of Amortizable                    
                Intangible Assets (Detail)                                       
70: R46         Basis of Presentation and Summary of Significant    HTML     58K 
                Accounting Policies - Schedule of Future                         
                Amortization Expense (Detail)                                    
71: R47         Basis of Presentation and Summary of Significant    HTML     78K 
                Accounting Policies - Regional Expenses (Detail)                 
72: R48         Basis of Presentation and Summary of Significant    HTML    175K 
                Accounting Policies - New Accounting Standards                   
                (Details)                                                        
73: R49         Special Items - Components of Special Items, Net    HTML     85K 
                Included in Consolidated Statements of Operations                
                (Detail)                                                         
74: R50         Special Items - Additional Disclosures (Detail)     HTML     44K 
75: R51         Earnings (Loss) per Share - Computation of Basic    HTML     72K 
                and Diluted Earnings per Common Share (Detail)                   
76: R52         Share Repurchase Programs and Dividends - Share     HTML     51K 
                Repurchase Programs (Detail)                                     
77: R53         Share Repurchase Programs and Dividends -           HTML     46K 
                Dividends (Detail)                                               
78: R54         Debt - Components of Long-Term Debt (Detail)        HTML    117K 
79: R55         Debt - Summary of Availability under Revolving      HTML     56K 
                Credit Facilities (Detail)                                       
80: R56         Debt - Additional Information (Detail)              HTML     43K 
81: R57         Debt - Schedule of Maturities of Long-Term Debt     HTML     56K 
                and Capital Leases (Detail)                                      
82: R58         Debt - 2013, 2014 and 2016 Credit Facilities        HTML    175K 
                (Detail)                                                         
83: R59         Debt - Components of Long-Term Debt - Enhanced      HTML     75K 
                Equipment Trust Certificates (Detail)                            
84: R60         Debt - Details of Enhanced Equipment Trust          HTML     83K 
                Certificates (Detail)                                            
85: R61         Debt - Components of Long-Term Debt - Equipment     HTML     48K 
                Loans and Other Notes Payable Issued in 2016                     
                (Detail)                                                         
86: R62         Debt - Details of Senior Notes (Detail)             HTML     48K 
87: R63         Debt - Components of Long-Term Debt - Senior Notes  HTML     42K 
                (Detail)                                                         
88: R64         Debt - Components of Long-Term Debt - Guarantees    HTML     52K 
                (Detail)                                                         
89: R65         Debt - Schedule of Collateral Coverage Tests        HTML     60K 
                (Detail)                                                         
90: R66         Income Taxes - Components of Income Tax Provision   HTML     65K 
                (Benefit) (Detail)                                               
91: R67         Income Taxes - Computation of Income Tax Provision  HTML     64K 
                (Benefit) (Detail)                                               
92: R68         Income Taxes - Additional Disclosures (Detail)      HTML     80K 
93: R69         Income Taxes - Deferred Tax Assets and Liabilities  HTML     88K 
                (Detail)                                                         
94: R70         Risk Management - Additional Information (Detail)   HTML     45K 
95: R71         Fair Value Measurements and Other Investments -     HTML     87K 
                Summary of Assets Measured at Fair Value on                      
                Recurring Basis (Detail)                                         
96: R72         Fair Value Measurements and Other Investments -     HTML     48K 
                Schedule of Carrying Value and Estimated Fair                    
                Value of Long-Term Debt, Including Current                       
                Maturities (Detail)                                              
97: R73         Fair Value Measurements and Other Investments -     HTML     66K 
                Other Investments (Detail)                                       
98: R74         Employee Benefit Plans - Additional Information     HTML     70K 
                (Detail)                                                         
99: R75         Employee Benefit Plans - Schedule of Changes in     HTML     78K 
                Projected Benefit Obligations (Detail)                           
100: R76         Employee Benefit Plans - Schedule of Changes in     HTML     75K  
                Fair Value of Plan Assets (Detail)                               
101: R77         Employee Benefit Plans - Schedule of Amounts        HTML     59K  
                Recognized in Consolidated Balance Sheets (Detail)               
102: R78         Employee Benefit Plans - Schedule of Amounts        HTML     55K  
                Recognized in Other Comprehensive Income (Detail)                
103: R79         Employee Benefit Plans - Schedule of Accumulated    HTML     59K  
                Benefit Obligations Exceeding Fair Value of Plan                 
                Assets (Detail)                                                  
104: R80         Employee Benefit Plans - Components of Net          HTML     75K  
                Periodic Benefit Cost (Income) (Detail)                          
105: R81         Employee Benefit Plans - Schedule of Assumption     HTML     63K  
                Used to Determine Benefit Obligations (Detail)                   
106: R82         Employee Benefit Plans - Schedule of One            HTML     50K  
                Percentage Point Change in Assumed Health Care                   
                Cost Trend Rates (Detail)                                        
107: R83         Employee Benefit Plans - Schedule of Expected       HTML     62K  
                Future Service Benefit Payments (Detail)                         
108: R84         Employee Benefit Plans - Schedule of Allocation of  HTML    104K  
                Plan Assets (Detail)                                             
109: R85         Employee Benefit Plans - Schedule of Fair Value of  HTML    160K  
                Pension Plan Assets by Asset Category (Detail)                   
110: R86         Employee Benefit Plans - Schedule of Fair Value of  HTML    140K  
                Pension Plan Assets by Asset Category                            
                (Parenthetical) (Detail)                                         
111: R87         Employee Benefit Plans - Changes in Fair Value      HTML     67K  
                Measurements of Level 3 Investments (Detail)                     
112: R88         Employee Benefit Plans - Fair Values of Retiree     HTML     83K  
                Medical and Other Postretirement Benefit Plans                   
                Assets by Asset Category (Detail)                                
113: R89         Employee Benefit Plans Employee Benefit Plans -     HTML     45K  
                Profit Sharing Program (Details)                                 
114: R90         Accumulated Other Comprehensive Income (Loss) -     HTML     92K  
                Components of Accumulated Other Comprehensive                    
                Income (Loss) (Detail)                                           
115: R91         Accumulated Other Comprehensive Income (Loss) -     HTML     50K  
                Reclassifications out of Accumulated Other                       
                Comprehensive Income (Loss) (Detail)                             
116: R92         Commitments, Contingencies and Guarantees -         HTML     60K  
                Long-term Purchase Commitments (Detail)                          
117: R93         Commitments, Contingencies and Guarantees -         HTML     77K  
                Operating Leases (Detail)                                        
118: R94         Commitments, Contingencies and Guarantees - Other   HTML     51K  
                Purchase Commitments (Details)                                   
119: R95         Commitments, Contingencies and Guarantees -         HTML     64K  
                Capacity Purchase Agreements (Detail)                            
120: R96         Commitments, Contingencies and Guarantees -         HTML     86K  
                Additional Information (Detail)                                  
121: R97         Supplemental Cash Flow Information - Cash Flow      HTML     56K  
                Information and Non-Cash Investing and Financing                 
                Activities (Detail)                                              
122: R98         Operating Segments and Related Disclosures -        HTML     41K  
                Additional Information (Detail)                                  
123: R99         Operating Segments and Related Disclosures -        HTML     66K  
                Operating Revenues by Geographic Region (Detail)                 
124: R100        Share Based Compensation - Additional Information   HTML     66K  
                (Detail)                                                         
125: R101        Share Based Compensation - Restricted Stock Unit    HTML     81K  
                Awards (Detail)                                                  
126: R102        Share-based Compensation Share-based Compensation   HTML     74K  
                - Stock Appreciation Rights (Detail)                             
127: R103        Share-based Compensation Share-based Compensation   HTML     52K  
                - ASU 2016-09 (Details)                                          
128: R104        Valuation and Qualifying Accounts - Components of   HTML     59K  
                Valuation and Qualifying Accounts (Detail)                       
129: R105        Quarterly Financial Data - Summarized Financial     HTML     74K  
                Data (Detail)                                                    
130: R106        Quarterly Financial Data - Additional Information   HTML     59K  
                (Detail)                                                         
131: R107        Subsequent Event - Additional Information (Detail)  HTML     47K  
132: R108        Transactions with Related Parties (Detail)          HTML     46K  
133: R109        Transactions with Related Parties - Additional      HTML     45K  
                Information (Detail)                                             
135: XML         IDEA XML File -- Filing Summary                      XML    238K  
134: EXCEL       IDEA Workbook of Financial Reports                  XLSX    184K  
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‘EX-10.11’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.11

EXECUTION VERSION

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Third Amendment”), dated as of August 21, 2017 among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (the “Parent” or the “Guarantor”), the Existing Revolving Lenders (as defined below) party hereto, Standard Chartered Bank (“SCB”), Sumitomo Mitsui Banking Corporation (“SMBC”), Texas Capital Bank, N.A. (“TCB” and together with SMBC and SCB, the “New Revolving Lenders”) and Deutsche Bank AG New York Branch, 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 Guarantor, 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 by that First Amendment to Amended and Restated Credit and Guaranty Agreement, dated October 26, 2015, as further amended by that Second Amendment to Amended and Restated Credit and Guaranty Agreement, dated March 14, 2017 and as further amended and restated, supplemented or otherwise modified to but not including the Third 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 Third 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 Third 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;

WHEREAS, the Borrower, the Administrative Agent, the undersigned Existing Revolving Lenders and New Revolving Lenders wish to amend the Credit Agreement to provide for certain other modifications to the Credit Agreement, in each case, on the terms and subject to the conditions set forth herein; 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 Third Amendment Effective Date, the Borrower, the Existing Revolving Lenders and the New Revolving Lenders agree that (1) there shall be an automatic termination of the total Revolving Commitments in excess of $1,200,000,000; (2) 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 (3) each New Revolving Lender shall become a Revolving Lender under the Credit Agreement (as amended hereby).

SECTION TWO - Extension of Revolving Facility. On the Third Amendment Effective Date (immediately after giving effect to the Reallocation contemplated in Section One), the Credit Agreement is modified as follows:

(a) 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
2017 Replacement Term Loans	2.00%	1.00%
Revolving Loans	2.25%	1.25%

(b) 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 including Revolving Commitments extended or made available pursuant to the Third Amendment, October 13, 2022 and (b) with respect to Extended Revolving Commitments extended after the Third Amendment Effective Date (as defined in the Third Amendment), the final maturity date therefor as specified in the applicable Extension Offer accepted by the respective Revolving Lender or Revolving Lenders.”;

(c) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition in appropriate alphabetical order:

““Third Amendment” shall mean the Third Amendment to this Agreement, dated as of August 21, 2017.”;

(d) The definition of “Revolving 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 Total Revolving Commitments as of the Third Amendment Effective Date (as defined in the Third Amendment) is $1,200,000,000.”; and

(e) “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 Third 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 Third Amendment.

SECTION THREE - Titles and Roles. The parties hereto agree that, as of the Third Amendment Effective Date (as defined below) and in connection with the Third Amendment:

(a) each of Deutsche Bank Securities Inc. (“DBSI”), Barclays Bank PLC (“Barclays”), Citigroup Global Markets Inc. (“Citi”), Credit Suisse Securities (USA) LLC (“CS Securities”), Goldman Sachs Lending Partners LLC (“GSLP”), Industrial and Commercial Bank of China Limited, New York Branch (“ICBC”), JPMorgan Chase Bank, N.A. (“JPMCB”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ML”), Morgan Stanley Senior Funding, Inc. (“MS”), BNP Paribas Securities Corp. (“BNP Securities”), Credit Agricole Corporate and Investment Bank (“CA-CIB”), SCB, SMBC, U.S. Bank National Association (“US Bank”), and TCB shall be designated as, and perform the roles associated with, a joint lead arranger and bookrunner;

(b) each of DBSI, Barclays, Citi, CS Securities, GSLP, ICBC, JPMCB, ML, and MS shall be designated as, and perform the roles associated with, a syndication agent; and

(c) each of BNP Securities, CA-CIB, SCB, SMBC, US Bank, and TCB shall be designated as, and perform the roles associated with, a documentation agent.

SECTION FOUR - Conditions to Effectiveness. The provisions of Sections One and Two of this Third Amendment shall become effective on the date (the “Third Amendment Effective Date”) when each of the following conditions specified below shall have been satisfied:

(a) the Borrower, the 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 Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, NY 10005, attention: Dylan Scher;

(b) all reasonable invoiced out-of-pocket expenses incurred by the Revolving Lenders and the Administrative Agent pursuant to Section 10.04 of the Credit Agreement (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 Third Amendment) shall have been paid to the extent invoiced at least two (2) Business Days prior to the Third Amendment Effective Date (or such shorter period as may be agreed by the Borrower);

(c) the Borrower shall have paid (or caused to be paid), for the account of each Revolving Lender, a one time, non-refundable fee equal to the amount set forth in that certain Revolving Lenders’ fee letter, among the Revolving Lenders and the Borrower, dated as of the Third Amendment Effective Date;

(d) 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 Third Amendment Effective Date;

(e) 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 Third Amendment Effective Date, whether or not then due and payable under the terms of the Credit Agreement;

(f) the condition to the Revolving Extension effected pursuant to this Third Amendment set forth in Section 2.28(b)(i) of the Credit Agreement shall have been satisfied;

(g) the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary (or similar Responsible Officer), dated the Third Amendment Effective Date (i) certifying as to the incumbency and specimen signature of each Responsible Officer of the Borrower and the Guarantor executing this Third 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 (g)), (ii) attaching each constitutional document of each Loan Party or 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 Third 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);

(h) the Administrative Agent shall have received evidence that the Fourth Amendment to that certain Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015 between, inter alios, the Borrower and Citibank N.A. as administrative agent and that the Second Amendment to that certain Credit and Guaranty Agreement, dated as of April 29, 2016, between, inter alios, the Borrower and Barclays Bank PLC as administrative agent have, or will contemporaneously with the Third Amendment Effective Date, become effective; and

(i) 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; and provided, further, that for purposes of this clause (i), the representations and warranties contained in (i) Section 3.04(a) of the Credit Agreement shall be deemed to refer to Parent’s Annual Report on Form 10-K for 2016 filed with the SEC (as amended) and all Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that have been filed since December 31, 2016 by Parent with the SEC (as amended) and (ii) Section 3.05(a) of the Credit Agreement shall be deemed to refer to the audited consolidated financial statements of Parent and its Subsidiaries for the fiscal year ended December 31, 2016, included in Parent’s Annual Report on Form 10-K for 2016 filed with the SEC (as amended) and the unaudited consolidated financial statements of Parent and its Subsidiaries for the fiscal quarters ended March 31, 2017 and June 30, 2017, and (B) as to the absence of any event occurring and continuing, or resulting from this Third Amendment on, the Third 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 Third 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 Third Amendment, (i) no Default or Event of Default has occurred and is continuing or would result from giving effect to this Third 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; and provided, further, that for purposes of this Section Five, the representations and warranties contained in (i) Section 3.04(a) of the Credit Agreement shall be deemed to refer to Parent’s Annual Report on Form 10-K for 2016 filed with the SEC (as amended) and all Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that have been filed since December 31, 2016 by Parent with the SEC (as amended) and (ii) Section 3.05(a) of the Credit Agreement shall be deemed to refer to the audited consolidated financial statements of Parent and its Subsidiaries for the fiscal year ended December 31, 2016, included in Parent’s Annual Report on Form 10-K for 2016 filed with the SEC (as amended) and the unaudited consolidated financial statements of Parent and its Subsidiaries for the fiscal quarters ended March 31, 2017 and June 30, 2017.

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 pursuant to this Third 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 Third Amendment) pursuant to the Collateral Documents.

SECTION SEVEN - Reference to and Effect on the Credit Agreement. On and after the Third 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 Third Amendment. The Credit Agreement and each of the other Loan Documents, as specifically amended by this Third Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. This Third 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 Third 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 EIGHT - Execution in Counterparts. This Third 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 Third 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 Third Amendment by facsimile or electronic .pdf copy shall be effective as delivery of a manually executed counterpart of this Third Amendment.

SECTION NINE - Governing Law. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS THIRD 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 Third 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]

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered as of the day and year first above written.

AMERICAN AIRLINES, INC., as the Borrower

By: /s/ Amelia G. Anderson
    Name: Amelia G. Anderson
    Title: Assistant Treasurer

AMERICAN AIRLINES GROUP INC., as Parent and Guarantor

By: /s/ Amelia G. Anderson
    Name: Amelia G. Anderson
    Title: Assistant Treasurer

Third Amendment to Amended and Restated Credit and Guaranty Agreement (South America)

DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent

By: /s/ Marcus Tarkington
Name: Marcus Tarkington
Title: Director

By: /s/ Anca Trifan
Name: Anca Trifan
Title: Managing Director

Third Amendment to Amended and Restated Credit and Guaranty Agreement (South America)

Schedule 1

Lenders and Commitments



Name of Bank	Revolving Commitment	LC Commitment
Deutsche Bank AG New York Branch	[*CTR]	$150,000,000
Bank of America, N.A.	[*CTR]	--
Barclays Bank PLC	[*CTR]	--
Citibank, N.A.	[*CTR]	--
Credit Suisse AG, Cayman Islands Branch	[*CTR]	--
Industrial and Commercial Bank of China Limited, New York Branch	[*CTR]	--
JPMorgan Chase Bank, N.A.	[*CTR]	--
Goldman Sachs Bank USA	[*CTR]	--
Goldman Sachs Lending Partners LLC	[*CTR]	--
Morgan Stanley Bank, N.A.	[*CTR]	--
Morgan Stanley Senior Funding Inc.	[*CTR]	--
BNP Paribas	[*CTR]	--
Credit Agricole Corporate and Investment Bank	[*CTR]	--
Standard Chartered Bank	[*CTR]	--
Sumitomo Mitsui Banking Corporation	[*CTR]	--
U.S. Bank National Association	[*CTR]	--
Texas Capital Bank, N.A.	[*CTR]	--
Total	$1,200,000,000	$150,000,000

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	10/13/22
Filed on:	2/21/18	4, 8-K
For Period end:	12/31/17
	8/21/17	8-K, 8-K/A
	6/30/17	10-Q
	3/31/17	10-Q
	3/14/17	8-K
	12/31/16	10-K
	4/29/16	8-K, DEF 14A, DEFA14A
	10/26/15	8-K
	5/21/15
	4/20/15	4, 8-K
		List all Filings

4 Subsequent Filings that Reference this Filing

  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

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