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As Of Filer Filing For·On·As Docs:Size 2/28/14 American Airlines Group Inc. 10-K 12/31/13 155:45M American Airlines Inc |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.92M
2: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 50K
3: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 87K
6: EX-10.125 Material Contract HTML 55K
7: EX-10.126 Material Contract HTML 57K
8: EX-10.127 Material Contract HTML 56K
9: EX-10.128 Material Contract HTML 59K
10: EX-10.129 Material Contract HTML 55K
11: EX-10.151 Material Contract HTML 67K
12: EX-10.152 Material Contract HTML 67K
4: EX-10.27 Material Contract HTML 260K
5: EX-10.45 Material Contract HTML 67K
15: EX-21 Subsidiaries List HTML 52K
16: EX-23.1 Consent of Experts or Counsel HTML 42K
17: EX-23.2 Consent of Experts or Counsel HTML 43K
13: EX-12.1 Statement re: Computation of Ratios HTML 57K
14: EX-12.2 Statement re: Computation of Ratios HTML 57K
18: EX-31.1 Certification -- §302 - SOA'02 HTML 48K
19: EX-31.2 Certification -- §302 - SOA'02 HTML 48K
20: EX-31.3 Certification -- §302 - SOA'02 HTML 48K
21: EX-31.4 Certification -- §302 - SOA'02 HTML 48K
22: EX-32.1 Certification -- §906 - SOA'02 HTML 45K
23: EX-32.2 Certification -- §906 - SOA'02 HTML 46K
109: R1 Document And Entity Information HTML 76K
85: R2 Consolidated Statements Of Operations HTML 144K
102: R3 Consolidated Statements Of Operations HTML 44K
(Parenthetical)
113: R4 Consolidated Statements Of Comprehensive Income HTML 84K
142: R5 Consolidated Balance Sheets HTML 184K
89: R6 Consolidated Balance Sheets (Parenthetical) HTML 58K
101: R7 Consolidated Statements Of Cash Flows HTML 155K
78: R8 Consolidated Statements Of Stockholders' Equity HTML 129K
(Deficit)
66: R9 Consolidated Statements Of Stockholders' Equity HTML 58K
(Deficit) (Parenthetical)
144: R10 Nature of Operations and Operating Environment HTML 52K
115: R11 Emergence From Chapter 11 HTML 166K
114: R12 Mandatorily Convertible Preferred Stock and Other HTML 73K
Bankruptcy Settlement Obligations
122: R13 Merger and Related Matters HTML 149K
123: R14 Basis of Presentation and Summary of Significant HTML 248K
Accounting Policies
119: R15 Special Items, Net HTML 104K
124: R16 Investments and Fair Value Measurements HTML 152K
103: R17 Commitments, Contingencies and Guarantees HTML 364K
110: R18 Indebtedness and Leases HTML 245K
117: R19 Financial Instruments And Risk Management HTML 242K
154: R20 Income Taxes HTML 230K
134: R21 Share Based Compensation HTML 273K
95: R22 Retirement Benefits HTML 927K
116: R23 Accumulated Other Comprehensive Income (Loss) HTML 137K
98: R24 Segment Reporting HTML 84K
55: R25 Quarterly Financial Data (Unaudited) HTML 146K
136: R26 Regional Expenses (Notes) HTML 106K
149: R27 Earnings (Loss) Per Share HTML 96K
72: R28 Stockholders' Equity (Notes) HTML 60K
71: R29 Subsequent Events HTML 69K
76: R30 Schedule II - Valuation And Qualifying Accounts HTML 149K
And Reserves
77: R31 Basis of Presentation and Summary of Significant HTML 446K
Accounting Policies (Policies)
79: R32 Emergence From Chapter 11 (Tables) HTML 112K
41: R33 Mandatorily Convertible Preferred Stock and Other HTML 53K
Bankruptcy Settlement Obligations (Tables)
132: R34 Merger and Related Matters (Tables) HTML 141K
93: R35 Basis of Presentation and Summary of Significant HTML 239K
Accounting Policies (Tables)
96: R36 Special Items, Net (Tables) HTML 103K
60: R37 Investments and Fair Value Measurements (Tables) HTML 152K
153: R38 Commitments, Contingencies and Guarantees (Tables) HTML 287K
30: R39 Indebtedness and Leases (Tables) HTML 156K
82: R40 Financial Instruments And Risk Management (Tables) HTML 225K
140: R41 Income Taxes (Tables) HTML 208K
57: R42 Share Based Compensation (Tables) HTML 239K
70: R43 Retirement Benefits (Tables) HTML 923K
75: R44 Accumulated Other Comprehensive Income (Loss) HTML 130K
(Tables)
86: R45 Segment Reporting (Tables) HTML 77K
40: R46 Quarterly Financial Data (Unaudited) (Tables) HTML 137K
65: R47 Regional Expenses (Tables) HTML 100K
33: R48 Earnings (Loss) Per Share (Tables) HTML 87K
138: R49 Stockholders' Equity (Tables) HTML 49K
56: R50 Subsequent Events (Tables) HTML 67K
133: R51 Nature of Operations and Operating Environment HTML 70K
(Details)
61: R52 Emergence From Chapter 11 (Narrative) (Details) HTML 107K
83: R53 Emergence From Chapter 11 (Schedule of Liabilities HTML 63K
Subject to Compromise) (Details)
32: R54 Emergence From Chapter 11 (Components of Long-Term HTML 76K
Debt) (Details)
37: R55 Emergence From Chapter 11 (Schedule of HTML 68K
Reorganization Items) (Details)
74: R56 Mandatorily Convertible Preferred Stock and Other HTML 85K
Bankruptcy Settlement Obligations (Details)
46: R57 Merger and Related Matters (Narrative) (Details) HTML 48K
145: R58 Merger and Related Matters (Fair Value of HTML 57K
Consideration Transferred) (Details)
91: R59 Merger and Related Matters (Allocation of HTML 72K
Consideration Transferred) (Details)
120: R60 Merger and Related Matters (Pro-forma Impact of HTML 46K
Merger) (Details)
64: R61 Merger and Related Matters (Reclassifications) HTML 142K
(Details)
68: R62 Basis of Presentation and Summary of Significant HTML 69K
Accounting Policies (Narrative) (Details)
130: R63 Basis of Presentation and Summary of Significant HTML 87K
Accounting Policies (Property, Plant and
Equipment) (Details)
125: R64 Basis of Presentation and Summary of Significant HTML 62K
Accounting Policies (Intangible Assets) (Details)
94: R65 Basis of Presentation and Summary of Significant HTML 201K
Accounting Policies (Reclassification) (Details)
128: R66 Basis of Presentation and Summary of Significant HTML 59K
Accounting Policies (Schedule of Amortized
Intangible Assets) (Details)
62: R67 Basis of Presentation and Summary of Significant HTML 56K
Accounting Policies (Schedule of Future
Amortization Expense) (Details)
99: R68 Special Items, Net (Details) HTML 87K
148: R69 Investments and Fair Value Measurements HTML 54K
(Short-Term Investments) (Details)
36: R70 Investments and Fair Value Measurements HTML 51K
(Short-Term Investments by Contractual Maturity)
(Details)
54: R71 Investments and Fair Value Measurements (Assets HTML 130K
and Liabilities Measured at Fair Value on a
Recurring Basis) (Details)
84: R72 Commitments, Contingencies and Guarantees HTML 107K
(Aircraft Acquisition Commitments) (Details)
44: R73 Commitments, Contingencies and Guarantees HTML 72K
(Long-term Purchase Commitments) (Details)
152: R74 Commitments, Contingencies and Guarantees HTML 79K
(Unrecorded Unconditional Purchase Obligations)
(Details)
58: R75 Commitments, Contingencies and Guarantees (Future HTML 84K
Minimum Operating Lease Payments) (Details)
48: R76 Commitments, Contingencies and Guarantees (Leases HTML 79K
Narrative) (Details)
53: R77 Commitments, Contingencies and Guarantees (Legal HTML 73K
Proceedings and Other) (Details)
38: R78 Indebtedness and Leases (Components Of Long-Term HTML 114K
Debt) (Details)
42: R79 (Maturities of Long Term Debt) (Details) HTML 66K
111: R80 Indebtedness and Leases (American) (Details) HTML 155K
51: R81 Indebtedness and Leases (US Airways) (Details) HTML 125K
146: R82 Indebtedness and Leases (Schedule of Collateral HTML 71K
Coverage Tests) (Details)
80: R83 Financial Instruments And Risk Management HTML 66K
(Narrative) (Details)
118: R84 Financial Instruments And Risk Management (Effect HTML 66K
Of Derivative Instruments On Statements Of
Operations) (Details)
127: R85 Financial Instruments And Risk Management HTML 64K
Financial Instruments and Risk Management
(Offsetting Disclosure) (Details)
50: R86 Financial Instruments And Risk Management (Summary HTML 81K
Of Carrying Value And Estimated Fair Values Of
Long-Term Debt) (Details)
52: R87 Income Taxes (Narrative) (Details) HTML 106K
143: R88 Income Taxes (Components Of Income Tax Provision HTML 55K
(Benefit)) (Details)
45: R89 Income Taxes (Computation Of Income Tax Expense HTML 76K
(Benefit)) (Details)
112: R90 Income Taxes (Deferred Tax Assets And Liabilities) HTML 93K
(Details)
106: R91 Income Taxes (Reconciliation Of Unrecognized Tax HTML 49K
Benefit) (Details)
131: R92 Share Based Compensation (Narrative) (Details) HTML 116K
105: R93 Share Based Compensation (Schedule Of RSU HTML 111K
Activities) (Details)
90: R94 Share Based Compensation (Schedule Of Stock HTML 134K
Options and SARs Activity) (Details)
137: R95 Share Based Compensation (Schedule of CSARs HTML 125K
Activity) (Details)
87: R96 Share Based Compensation Share Based Compensation HTML 70K
(Schedule of Previous Award Activity) (Details)
59: R97 Retirement Benefits (Narrative) (Details) HTML 119K
97: R98 Retirement Benefits (Schedule Of Changes In HTML 114K
Pension, Retiree Medical, Other Benefit
Obligations And Fair Value Assets) (Details)
92: R99 Retirement Benefits (Schedule Of Amounts HTML 61K
Recognized In Consolidated Balance Sheets)
(Details)
73: R100 Retirement Benefits (Schedule Of Amounts HTML 63K
Recognized In Other Comprehensive Loss) (Details)
155: R101 Retirement Benefits (Schedule Of Accumulated HTML 65K
Benefit Obligations Exceeding Fair Value Of Plan
Assets) (Details)
129: R102 Retirement Benefits (Components Of Net Periodic HTML 83K
Benefit Cost) (Details)
104: R103 Retirement Benefits (Schedule Of Assumption Used HTML 67K
Calculating Benefit Obligation) (Details)
39: R104 Retirement Benefits (Summary Of Target Assets HTML 71K
Allocation) (Details)
139: R105 Retirement Benefits (Schedule Of Fair Values Of HTML 180K
Pension Plan Assets By Asset Category) (Details)
147: R106 Retirement Benefits (Changes In Fair Value HTML 58K
Measurements Of Level 3 Investments) (Details)
141: R107 Retirement Benefits (Fair Values Of Company's HTML 59K
Other Postretirement Benefit Plan Assets)
(Details)
100: R108 Retirement Benefits (Schedule of Health Care Cost HTML 51K
Trend Rates) (Details)
47: R109 Retirement Benefits (Schedule Of One Percentage HTML 54K
Point Change In Assumed Health Care Cost Trend
Rates) (Details)
121: R110 Retirement Benefits (Benefit Payments Of Expected HTML 63K
Future Service ) (Details)
63: R111 Accumulated Other Comprehensive Income (Loss) HTML 103K
(Components Of Accumulated Other Comprehensive
Income (Loss)) (Details)
31: R112 Accumulated Other Comprehensive Income (Loss) HTML 58K
(Reclassification out of AOCI) (Details)
88: R113 Segment Reporting (Operating Revenues By HTML 76K
Geographic Region) (Details)
81: R114 Quarterly Financial Data (Unaudited) (Narrative) HTML 97K
(Details)
135: R115 Quarterly Financial Data (Unaudited) (Summarized HTML 88K
Financial Data By Quarter) (Details)
67: R116 Regional Expenses (Details) HTML 68K
151: R117 Regional Expenses (Transactions with Related HTML 58K
Party) (Details)
43: R118 Earnings (Loss) Per Share (Narrative) (Details) HTML 55K
108: R119 Earnings (Loss) Per Share Earnings (Loss) Per HTML 98K
Share (EPS Calculation) (Details)
126: R120 Stockholders' Equity (Details) HTML 78K
34: R121 Subsequent Events (Conversions of Stock) (Details) HTML 61K
107: R122 Schedule II - Valuation And Qualifying Accounts HTML 72K
And Reserves (Details)
150: XML IDEA XML File -- Filing Summary XML 232K
35: EXCEL IDEA Workbook of Financial Reports XLSX 870K
69: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 8.19M
24: EX-101.INS XBRL Instance -- aag-20131231 XML 12.14M
26: EX-101.CAL XBRL Calculations -- aag-20131231_cal XML 417K
27: EX-101.DEF XBRL Definitions -- aag-20131231_def XML 2.59M
28: EX-101.LAB XBRL Labels -- aag-20131231_lab XML 3.89M
29: EX-101.PRE XBRL Presentations -- aag-20131231_pre XML 2.77M
25: EX-101.SCH XBRL Schema -- aag-20131231 XSD 485K
49: ZIP XBRL Zipped Folder -- 0000006201-14-000004-xbrl Zip 845K
| EX-10.45 |
Exhibit 10.45
SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Second Amendment”), dated as of December 27, 2013, among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc. (f/k/a AMR Corporation), a Delaware corporation (the “Parent”), the Consenting Lenders (as defined below), the New Lenders (as defined below) and Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”) and, by Instrument of Assumption and Joinder, dated as of December 9, 2013, US Airways Group, Inc., a Delaware corporation, and US Airways, Inc., a Delaware corporation (each, a “New Subsidiary Loan Party”). 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 (as amended by this Second Amendment).
W I T N E S S E T H:
WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties thereto are parties to a Credit and Guaranty Agreement, dated as of June 27, 2013 (as amended by the First Amendment to Credit and Guaranty Agreement, dated as of August 5, 2012, the “Credit Agreement”);
WHEREAS, the Borrower has requested to amend certain terms of the Credit Agreement as hereinafter set forth; and
WHEREAS, with respect to the Lenders holding any Loans or participations in Letters of Credit existing or outstanding
immediately prior to December 27, 2013 (the “Second Amendment Effective Date”) under the Credit Agreement (such Loans and participations, the “Existing Loans”) whose executed counterpart of this Second
Amendment has not been received by the Administrative Agent on or prior to a deadline (the “Non-Consenting Lenders”; the Lenders that are not the Non-Consenting Lenders are hereinafter referred to as the “Consenting
Lenders”) as announced by the Administrative Agent to the Lenders (which may, in the sole and absolute discretion of the Administrative Agent, be extended), which shall be at a time on or about December 13, 2013, 5 P.M., Eastern time
(the “Consent Deadline”), the Borrower hereby requires, pursuant to, and subject to the limitations in,
Section 10.8(d) of the Credit Agreement, that each such Non-Consenting Lender assign and delegate all of its interests,
rights and obligations under the Credit Agreement and each of the other Loan Documents, including, without limitation, such Non-Consenting Lender’s Existing Loans, to Eligible Assignees party hereto (the “New Lenders”) that
have agreed to assume such interests, rights and obligations;
Second Amendment to Credit and Guaranty Agreement
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. Subject to the satisfaction of the conditions set forth in Section Two hereof, from and after December 27, 2013 (the “Second Amendment Effective Date”):
(1) New Definitions. The following definitions are added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:
“Second Amendment” shall mean the Second Amendment to Credit Agreement, dated as of the Second Amendment Effective Date, among the Borrower, the Parent, US Airways Group, Inc., a Delaware corporation, and US Airways, Inc., a Delaware corporation, the Administrative Agent and the Lenders party thereto.
“Second Amendment Effective Date” shall mean December 27, 2013.
(2) Applicable Margin. The definition of “Applicable Margin” in Section 1.01 of the Credit Agreement is hereby amended by modifying the table set forth in such definition as follows:
(i) the term “3.75%” is replaced with the phrase “Prior to the Second Amendment Effective Date: 3.75%; From and after the Second Amendment Effective Date: 3.00%”;
(ii) the term “2.75%” is replaced with the phrase ““Prior to the Second Amendment Effective Date: 2.75%; From and after the Second Amendment Effective Date: 2.00%”;
(iii) the term “3.50%” is replaced with the phrase ““Prior to the Second Amendment Effective Date: 3.50%; From and after the Second Amendment Effective Date: 3.00%”; and
(iv) the term “2.50%” is replaced with the phrase ““Prior to the Second Amendment Effective Date: 2.50%; From and after the Second Amendment Effective Date: 2.00%”.
(3) LIBO Rate. The definition of LIBO Rate in Section 1.01 of the Credit Agreement is hereby amended by replacing the term 1.0% in both instances where such term is referenced with “(i) prior to the Second Amendment Effective Date, 1.00% and (ii) from and after the Second Amendment Effective Date 0.75%”.
Second Amendment to Credit and Guaranty Agreement
2
(4) New Soft Call Period. Section 2.13(d) is amended by replacing the words “prior to the sixth-month anniversary of the Closing Date” with the words “after the Second Amendment Effective Date and prior to the sixth-month anniversary of the Second Amendment Effective Date”.
SECTION TWO—Conditions to Effectiveness. This Second Amendment shall become effective on the date on or after December 27, 2013 (the “Second Amendment Effective Date”) when each of the following conditions specified below shall have been satisfied:
(1) the Administrative Agent shall have received a signed counterpart hereof (whether the same or different counterparts) from each of the Borrower, the Parent, each New Subsidiary Loan Party, the Consenting Lenders constituting the requisite Lenders under the Credit Agreement and shall have delivered (including by way of facsimile transmission) the same to Shearman & Sterling LLP, 599 Lexington Avenue, New York, NY 10022, attention: Barbara Zylberg (facsimile number: (646) 848 4954);
(2) a good standing certificate of the Secretary of State of Delaware, dated as of a recent date, for the Borrower, the Parent and each New Subsidiary Loan Party;
(3) the Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary (or similar officer), of such entity dated the date hereof and certifying as to the incumbency and specimen signature of each Responsible Officer of each of the Borrower, the Parent and each New Subsidiary Loan Party executing this Second Amendment or any other document delivered by it in connection herewith (such certificate to contain a certification by another Responsible Officer of that entity as to the incumbency and signature of the Responsible Officer signing the certificate referred to in this clause (3));
(4) the Borrower shall have paid to the Administrative Agent for the benefit of itself and the Consenting Lenders the then-unpaid balance of all accrued and unpaid fees due, owing and payable (including any fees agreed to in connection with this Second Amendment) and the reasonable attorneys’ fees of Shearman & Sterling LLP) for which invoices have been presented not later than December 23, 2013;
(5) the Administrative Agent shall have received an Officer’s Certificate certifying (A) as to the truth in all material respects of the representations and warranties set forth in the Credit Agreement and the other Loan Documents, (other than the representations and warranties set forth in Sections 3.05(b), 3.09(a) and 3.16 of the Credit Agreement) and made by it as though made on the date hereof, except to the extent that any such representation or warranty relates to a specified date, in which case 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
Second Amendment to Credit and Guaranty Agreement
3
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 the Second Amendment) and (B) as to the absence of any event occurring and continuing, or resulting from the Second Amendment on, the Second Amendment Effective Date, that constitutes a Default or an Event of Default; and
(6) the Administrative Agent and shall have received a favorable opinion of counsel to the Borrower and the Parent (which may be an employee of the Borrower, of the Parent or of any other Loan Party) as to enforceability against each of the Borrower and the Parent of the Credit Agreement (as amended by this Second Amendment) and of this Second Amendment, addressed to the Administrative Agent and each Consenting Lender.
SECTION THREE—No Default; Representations and Warranties. (a) In order to induce the Consenting Lenders and the Administrative Agent to enter into this this Second Amendment, the Borrower represents and warrants to each of the Consenting Lenders, the Administrative Agent and the Collateral Agent that on and as of the date hereof after giving effect to this Second Amendment, (i) no Default or Event of Default has occurred and is continuing or would result from giving effect to the Second Amendment and (ii) the representations and warranties contained in the Credit Agreement and the other Loan Documents, (other than the representations and warranties set forth in Sections 3.05(b), 3.09(a) and 3.16 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 except to the extent that such representations and warranties expressly relate to an earlier date and in such case 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) are true and correct in all respects, as though made on and as of the applicable date, before and after giving effect to the Second Amendment
(b) The Borrower, the Parent and each New Subsidiary Loan Party hereby confirm that all of their obligations under the Credit Agreement are and shall continue to be, in full force and effect. The parties hereto confirm and agree that the term “Obligations” and “Guaranteed Obligations” as used in the Credit Agreement, shall include all obligations of the Borrower and each Guarantor as amended by this Second Amendment.
(c) Each Consenting Lender consents to the amendments set forth in Section One.
Second Amendment to Credit and Guaranty Agreement
4
SECTION FOUR—Reference to and Effect on the Credit Agreement. On and after the effectiveness of this Second Amendment, 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 Second Amendment. The Credit Agreement and each of the other Loan Documents, as specifically amended by this Second Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. This Second Amendment shall be deemed to be a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. The execution, delivery and effectiveness of this Second 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 FIVE—Execution in Counterparts. This Second 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. The execution and delivery of a counterpart to this Second Amendment by each Consenting Lender shall be irrevocable and shall be binding upon such Consenting Lender’s successors, transferees and assigns. This Second Amendment shall become effective as set forth in Section Two, and from and after the Second Amendment Effective Date 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 Second Amendment by facsimile or electronic .pdf copy shall be effective as delivery of a manually executed counterpart of this Second Amendment.
SECTION SIX—Governing Law. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT 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.
SECTION SEVEN. The provisions set forth in Sections 10.04, 10.05(b)-(d), 10.09, 10.10, 10.11, 10.13, 10.15-10.17 (inclusive) 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.
SECTION EIGHT—Replacement of Non-Consenting Lenders; Assignments of Certain Lenders. Subject to the satisfaction of the conditions set forth in Section Two and effective as of the Second Amendment Effective Date:
Second Amendment to Credit and Guaranty Agreement
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(a) each Non-Consenting Lender shall, pursuant to Section 10.08(d) of the Credit Agreement, be replaced and all of its Existing Loans and other interests, rights and obligations under the Credit Agreement shall be transferred and assigned to a New Lender or New Lenders (as allocated by the Administrative Agent), in each case upon the execution and delivery by such New Lender or New Lenders of this Second Amendment and the receipt by such Non-Consenting Lender of an amount equal to all principal, interest, and fees outstanding as of such date, whether received directly from such New Lender or New Lenders or from the Administrative Agent making such payment on such New Lender’s or New Lenders’ behalf, such that immediately after giving effect to this Second Amendment on the Second Amendment Effective Date, the amounts of Loans and participations in Letters of Credit held by each New Lender with respect to such Non-Consenting Lender’s Loans and other interests, rights and obligations under the Credit Agreement are the amounts allocated thereto by the Administrative Agent; and
(b) the execution and delivery hereof by each New Lender shall also be deemed to be its execution and delivery of an Assignment and Acceptance in the form of Exhibit C to the Credit Agreement as an “Assignee” as defined therein and thereunder, agreeing in such capacity to all the terms therein applicable to it to the extent necessary to reflect the transfer and assignments described in immediately preceding clause (a).
[REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]
Second Amendment to Credit and Guaranty Agreement
6
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered as of the day and year Second above written.
| AMERICAN AIRLINES, INC. | ||||
| By: | /s/ Thomas T. Weir | |||
| Name: | Thomas T. Weir | |||
| Title: | Vice President and Treasurer | |||
| AMERICAN AIRLINES GROUP INC. (F/K/A AMR CORPORATION) | ||||
| By: | /s/ Thomas T. Weir | |||
| Name: | Thomas T. Weir | |||
| Title: | Vice President and Treasurer | |||
| US AIRWAYS GROUP, INC. | ||||
| By: | /s/ Thomas T. Weir | |||
| Name: | Thomas T. Weir | |||
| Title: | Vice President and Treasurer | |||
| US AIRWAYS, INC. | ||||
| By: | /s/ Thomas T. Weir | |||
| Name: | Thomas T. Weir | |||
| Title: | Vice President and Treasurer | |||
Second Amendment to Credit and Guaranty Agreement
7
| 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 | |||
Second Amendment to Credit and Guaranty Agreement
8
CONSENTING LENDER’S
Signature Page to Second Amendment to Credit and Guaranty Agreement
The undersigned Consenting Lender hereby approves the foregoing Second Amendment to the Credit and Guaranty Agreement:
[Lender Signature Pages on File with the Administrative Agent]
| By: | ||
| Name: | ||
| Title: | ||
Term Loan Aggregate Principal Amount:
$
Revolving Commitment:
$
[Signature Page to Second Amendment to Credit and Guaranty Agreement]
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/14 | |||
| For Period end: | 12/31/13 | ARS | ||
| 12/27/13 | 8-K | |||
| 12/23/13 | SC 13G | |||
| 12/13/13 | 4, 8-K | |||
| 12/9/13 | 3, 4, 8-K, 8-K/A, S-8 | |||
| 6/27/13 | 425, 8-K | |||
| 8/5/12 | ||||
| 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 2/24/23 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 |