SEC Info - American Airlines Group Inc., et al. - ‘10-K’ for 12/31/18

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American Airlines Group Inc., et al. – ‘10-K’ for 12/31/18 – ‘EX-10.15’

On: Monday, 2/25/19, at 7:31am ET · For: 12/31/18 · Accession #: 6201-19-9 · File #s: 1-02691, 1-08400

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

 2/25/19  American Airlines Group Inc.      10-K       12/31/18  137:29M
          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        10-K 2018 02.25.19                                  HTML   2.44M 
 3: EX-10.15    Exhibit 10.15 - 10K 2018 02.25.19                   HTML     96K 
 4: EX-10.20    Exhibit 10.20 - 10K 2018 02.25.19                   HTML     89K 
 2: EX-10.9     Exhibit 10.9 - 10K 2018 02.25.19                    HTML     96K 
 5: EX-21.1     Exhibit 21.1 - 10K 2018 02.25.19                    HTML     45K 
 6: EX-23.1     Exhibit 23.1 - 10K 2018 02.25.19                    HTML     42K 
 7: EX-31.1     Exhibit 31.1 - 10K 2018 02.25.19                    HTML     44K 
 8: EX-31.2     Exhibit 31.2 - 10K 2018 02.25.19                    HTML     44K 
 9: EX-31.3     Exhibit 31.3 - 10K 2018 02.25.19                    HTML     44K 
10: EX-31.4     Exhibit 31.4 - 10K 2018 02.25.19                    HTML     44K 
11: EX-32.1     Exhibit 32.1 - 10K 2018 02.25.19                    HTML     41K 
12: EX-32.2     Exhibit 32.2 - 10K 2018 02.25.19                    HTML     41K 
19: R1          Document and Entity Information                     HTML     81K 
20: R2          Consolidated Statements of Operations               HTML    135K 
21: R3          Consolidated Statements of Comprehensive Income     HTML     61K 
22: R4          Consolidated Balance Sheets                         HTML    186K 
23: R5          Consolidated Balance Sheets (Parenthetical)         HTML     51K 
24: R6          Consolidated Statements of Cash Flows               HTML    166K 
25: R7          Consolidated Statements of Cash Flows               HTML     50K 
                (Parenthetical)                                                  
26: R8          Consolidated Statements of Stockholders' Equity     HTML     82K 
27: R9          Consolidated Statements of Stockholders' Equity     HTML     50K 
                (Parenthetical)                                                  
28: R10         Basis of Presentation and Summary of Significant    HTML    605K 
                Accounting Policies                                              
29: R11         Special Items, Net                                  HTML    146K 
30: R12         Earnings Per Common Share                           HTML     69K 
31: R13         Share Repurchase Programs and Dividends             HTML     45K 
32: R14         Debt                                                HTML    253K 
33: R15         Leases                                              HTML    176K 
34: R16         Income Taxes                                        HTML    199K 
35: R17         Risk Management                                     HTML     52K 
36: R18         Fair Value Measurements and Other Investments       HTML    186K 
37: R19         Employee Benefit Plans                              HTML    821K 
38: R20         Accumulated Other Comprehensive Loss                HTML    131K 
39: R21         Commitments, Contingencies and Guarantees           HTML    156K 
40: R22         Supplemental Cash Flow Information                  HTML     70K 
41: R23         Operating Segments and Related Disclosures          HTML     46K 
42: R24         Share-based Compensation                            HTML     96K 
43: R25         Valuation and Qualifying Accounts                   HTML     88K 
44: R26         Quarterly Financial Data (Unaudited)                HTML    142K 
45: R27         Transactions with Related Parties                   HTML     52K 
46: R28         Subsequent Event                                    HTML     41K 
47: R29         Basis of Presentation and Summary of Significant    HTML    453K 
                Accounting Policies (Policies)                                   
48: R30         Basis of Presentation and Summary of Significant    HTML    514K 
                Accounting Policies (Tables)                                     
49: R31         Special Items, Net (Tables)                         HTML    147K 
50: R32         Earnings Per Common Share (Tables)                  HTML     70K 
51: R33         Debt (Tables)                                       HTML    215K 
52: R34         Leases (Tables)                                     HTML    252K 
53: R35         Income Taxes (Tables)                               HTML    187K 
54: R36         Fair Value Measurements and Other Investments       HTML    179K 
                (Tables)                                                         
55: R37         Employee Benefit Plans (Tables)                     HTML    914K 
56: R38         Accumulated Other Comprehensive Loss (Tables)       HTML    132K 
57: R39         Commitments, Contingencies and Guarantees (Tables)  HTML     97K 
58: R40         Supplemental Cash Flow Information (Tables)         HTML     69K 
59: R41         Share-based Compensation (Tables)                   HTML     84K 
60: R42         Valuation and Qualifying Accounts (Tables)          HTML     88K 
61: R43         Quarterly Financial Data (Unaudited) (Tables)       HTML    135K 
62: R44         Transactions with Related Parties (Tables)          HTML     50K 
63: R45         Basis of Presentation and Summary of Significant    HTML    313K 
                Accounting Policies - Recent Accounting                          
                Pronouncements (Details)                                         
64: R46         Basis of Presentation and Summary of Significant    HTML     74K 
                Accounting Policies - Operating Property and                     
                Equipment (Detail)                                               
65: R47         Basis of Presentation and Summary of Significant    HTML     69K 
                Accounting Policies - Finite-Lived Intangible                    
                Assets (Detail)                                                  
66: R48         Basis of Presentation and Summary of Significant    HTML     64K 
                Accounting Policies - Finite-Lived Intangible                    
                Assets Amortization Expense (Detail)                             
67: R49         Basis of Presentation and Summary of Significant    HTML     84K 
                Accounting Policies - Significant Categories of                  
                Reported Operating Revenues (Details)                            
68: R50         Basis of Presentation and Summary of Significant    HTML     73K 
                Accounting Policies - Passenger Revenue by                       
                Geographic Region (Details)                                      
69: R51         Basis of Presentation and Summary of Significant    HTML     50K 
                Accounting Policies - Significant Contract                       
                Liabilities (Details)                                            
70: R52         Basis of Presentation and Summary of Significant    HTML     59K 
                Accounting Policies - Changes in Loyalty Program                 
                Liability (Details)                                              
71: R53         Basis of Presentation and Summary of Significant    HTML     85K 
                Accounting Policies - Regional Expenses (Detail)                 
72: R54         Basis of Presentation and Summary of Significant    HTML    108K 
                Accounting Policies - Additional Information                     
                (Detail)                                                         
73: R55         Special Items, Net (Details)                        HTML    102K 
74: R56         Earnings Per Common Share (Details)                 HTML     77K 
75: R57         Share Repurchase Programs and Dividends - Share     HTML     60K 
                Repurchase Programs (Details)                                    
76: R58         Share Repurchase Programs and Dividends -           HTML     46K 
                Dividends (Details)                                              
77: R59         Debt - Components of Long-Term Debt (Details)       HTML    116K 
78: R60         Debt - Summary of Availability under Revolving      HTML     53K 
                Credit Facilities (Details)                                      
79: R61         Debt - Schedule of Maturities of Long-Term Debt     HTML     64K 
                and Capital Leases (Details)                                     
80: R62         Debt - 2013, 2014 and 2016 Credit Facilities        HTML    178K 
                (Details)                                                        
81: R63         Debt - 2017-2 EETCs (Details)                       HTML     54K 
82: R64         Debt - 2017-2 EETCs - Certain Information           HTML     55K 
                (Details)                                                        
83: R65         Debt - 2012-2C(R) EETCs (Details)                   HTML     51K 
84: R66         Debt - 2012-2C(R) EETCs - Certain Information       HTML     47K 
                (Details)                                                        
85: R67         Debt - Equipment Loans and Other Notes Payable      HTML     48K 
                Issued in 2018 (Details)                                         
86: R68         Debt - Senior Notes (Details)                       HTML     51K 
87: R69         Debt - Guarantees (Details)                         HTML     54K 
88: R70         Debt - Collateral-Related Covenants (Details)       HTML     60K 
89: R71         Leases - Components of Lease Expense (Details)      HTML     55K 
90: R72         Leases - Supplemental Balance Sheet Information     HTML     82K 
                (Details)                                                        
91: R73         Leases - Supplemental Cash Flow and Other           HTML     56K 
                Information (Details)                                            
92: R74         Leases - Maturities of Lease Liabilities (Details)  HTML     97K 
93: R75         Leases - Future Minimum Lease Payments (Details)    HTML     95K 
94: R76         Leases - Additional Information (Details)           HTML     73K 
95: R77         Income Taxes - Components of Income Tax Provision   HTML     67K 
                (Benefit) (Details)                                              
96: R78         Income Taxes - Reconciliation of Income Tax         HTML     71K 
                Provision (Details)                                              
97: R79         Income Taxes - Deferred Tax Assets and Liabilities  HTML     94K 
                (Details)                                                        
98: R80         Income Taxes - Additional Disclosures (Details)     HTML     89K 
99: R81         Risk Management - Additional Information (Details)  HTML     46K 
100: R82         Fair Value Measurements and Other Investments -     HTML    125K  
                Summary of Assets Measured at Fair Value on                      
                Recurring Basis (Details)                                        
101: R83         Fair Value Measurements and Other Investments -     HTML     49K  
                Schedule of Carrying Value and Estimated Fair                    
                Value of Long-Term Debt, Including Current                       
                Maturities (Details)                                             
102: R84         Employee Benefit Plans - Additional Information     HTML     69K  
                (Details)                                                        
103: R85         Employee Benefit Plans - Schedule of Changes in     HTML     73K  
                Projected Benefit Obligations (Details)                          
104: R86         Employee Benefit Plans - Schedule of Changes in     HTML     78K  
                Fair Value of Plan Assets (Details)                              
105: R87         Employee Benefit Plans - Schedule of Amounts        HTML     61K  
                Recognized in Consolidated Balance Sheets                        
                (Details)                                                        
106: R88         Employee Benefit Plans - Schedule of Amounts        HTML     56K  
                Recognized in Other Comprehensive Income (Details)               
107: R89         Employee Benefit Plans - Schedule of Accumulated    HTML     58K  
                Benefit Obligations Exceeding Fair Value of Plan                 
                Assets (Details)                                                 
108: R90         Employee Benefit Plans - Components of Net          HTML     77K  
                Periodic Benefit Cost (Income) (Details)                         
109: R91         Employee Benefit Plans - Schedule of Assumption     HTML     66K  
                Used to Determine Benefit Obligations (Details)                  
110: R92         Employee Benefit Plans - Schedule of One            HTML     51K  
                Percentage Point Change in Assumed Health Care                   
                Cost Trend Rates (Details)                                       
111: R93         Employee Benefit Plans - Schedule of Expected       HTML     63K  
                Future Service Benefit Payments (Details)                        
112: R94         Employee Benefit Plans - Schedule of Allocation of  HTML    100K  
                Plan Assets (Details)                                            
113: R95         Employee Benefit Plans - Schedule of Fair Value of  HTML    236K  
                Pension Plan Assets by Asset Category (Details)                  
114: R96         Employee Benefit Plans - Schedule of Fair Value of  HTML    142K  
                Pension Plan Assets by Asset Category - Additional               
                Information (Details)                                            
115: R97         Employee Benefit Plans - Changes in Fair Value      HTML     74K  
                Measurements of Level 3 Investments (Details)                    
116: R98         Employee Benefit Plans - Fair Values of Retiree     HTML     88K  
                Medical and Other Postretirement Benefit Plans                   
                Assets by Asset Category (Details)                               
117: R99         Employee Benefit Plans - Defined Contribution       HTML     43K  
                Plans (Details)                                                  
118: R100        Employee Benefit Plans Employee Benefit Plans -     HTML     46K  
                Profit Sharing Program (Details)                                 
119: R101        Accumulated Other Comprehensive Loss - Components   HTML     96K  
                of Accumulated Other Comprehensive Loss (Aoci)                   
                (Details)                                                        
120: R102        Accumulated Other Comprehensive Loss -              HTML     51K  
                Reclassifications out of AOCI (Details)                          
121: R103        Commitments, Contingencies and Guarantees -         HTML     76K  
                Aircraft, Engine and Other Purchase Commitments                  
                (Details)                                                        
122: R104        Commitments, Contingencies and Guarantees -         HTML     58K  
                Capacity Purchase Agreements (Details)                           
123: R105        Commitments, Contingencies and Guarantees -         HTML    121K  
                Additional Information (Details)                                 
124: R106        Supplemental Cash Flow Information - Cash Flow      HTML     54K  
                Information and Non-Cash Investing and Financing                 
                Activities (Details)                                             
125: R107        Operating Segments and Related Disclosures -        HTML     42K  
                Additional Information (Details)                                 
126: R108        Share Based Compensation - Additional Information   HTML     57K  
                (Details)                                                        
127: R109        Share Based Compensation - Restricted Stock Unit    HTML     88K  
                Awards (Details)                                                 
128: R110        Valuation and Qualifying Accounts - Components of   HTML     56K  
                Valuation and Qualifying Accounts (Details)                      
129: R111        Quarterly Financial Data - Summarized Financial     HTML     81K  
                Data (Details)                                                   
130: R112        Quarterly Financial Data - Additional Information   HTML     74K  
                (Details)                                                        
131: R113        Transactions with Related Parties (Details)         HTML     46K  
132: R114        Transactions with Related Parties - Additional      HTML     46K  
                Information (Details)                                            
133: R115        Subsequent Event - Additional Information           HTML     48K  
                (Details)                                                        
134: R9999       Uncategorized Items - aal-20181231.xml              HTML     43K  
136: XML         IDEA XML File -- Filing Summary                      XML    250K  
135: EXCEL       IDEA Workbook of Financial Reports                  XLSX    208K  
13: EX-101.INS  XBRL Instance -- aal-20181231                        XML  11.62M 
15: EX-101.CAL  XBRL Calculations -- aal-20181231_cal                XML    449K 
16: EX-101.DEF  XBRL Definitions -- aal-20181231_def                 XML   2.31M 
17: EX-101.LAB  XBRL Labels -- aal-20181231_lab                      XML   2.81M 
18: EX-101.PRE  XBRL Presentations -- aal-20181231_pre               XML   2.45M 
14: EX-101.SCH  XBRL Schema -- aal-20181231                          XSD    307K 
137: ZIP         XBRL Zipped Folder -- 0000006201-19-000009-xbrl      Zip    685K

‘EX-10.15’ — Exhibit 10.15 – 10K 2018 02.25.19

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

<! C: C:

Exhibit

Exhibit 10.15

EXECUTION VERSION

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Fifth Amendment”), is dated as of December 10, 2018 and is among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (the “Parent” or the “Guarantor”), the Consenting Revolving Lenders (as defined below) party hereto, HSBC Bank USA, N.A. (“HSBC”), MUFG Union Bank, N.A. (“MUFG”) and BOKF, NA dba Bank of Texas (“BoT” and together with HSBC and MUFG, collectively, 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 to such terms in the Credit Agreement as defined 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, as further amended by that Third Amendment to Amended and Restated Credit and Guaranty Agreement dated August 21, 2017, as further amended by that certain Fourth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of May 15, 2018 and as further amended and restated, supplemented or otherwise modified, but not including the Fifth 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 Fifth 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 Fifth 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 undersigned Existing Revolving Lenders (the “Consenting Revolving Lenders” and together with the New Revolving Lenders, the “Extending Revolving Lenders”) are willing to extend the maturity date of their respective Revolving Commitments (the “Extended 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 Consenting Revolving Lenders, New Revolving Lenders and the Borrower desire to reallocate the Revolving Commitments (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;

WHEREAS, pursuant to Section 2.28(b) of the Credit Agreement, any Existing Revolving Lender who is not a Consenting Lender (each, a “Non-Consenting Revolving Lender”) shall continue to have Revolving Credit Commitments (the “Non-Extended Revolver Commitments”); 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 Fifth 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 $1,000,000,000; (2) the Total Revolving Commitments shall be $1,000,000,000, consisting of $985,600,000 of Extended Revolver Commitments and $14,400,000 of Non-Extended Revolver Commitments 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 Fifth Amendment Effective Date (immediately after giving effect to the Reallocation contemplated in Section One), the Borrower, each Extending Revolving Lender and each Non-Consenting Revolving Lender agrees the Credit Agreement is modified as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:

““Fifth Amendment” means the Fifth Amendment to this Credit Agreement, dated as of December 10, 2018 among the Borrower, Deutsche Bank AG New York Branch, as administrative agent and as an issuing lender and the Lenders party thereto.”

““Fifth Amendment Effective Date” shall have the meaning provided in the Fifth Amendment.”;

““Fifth Amendment Extended Revolving Commitments” means the Revolving Commitments of each Fifth Amendment Extending Revolving Lender.”

““Fifth Amendment Extending Revolving Lender” shall mean each Revolving Lender (including the Fifth Amendment New Revolving Lenders) that has provided a signature page on or prior to December 10, 2018 voting in favor of accepting the Fifth Amendment Extension Offer and extending the Revolving Facility Maturity Date as set forth in the Fifth Amendment.”

““Fifth Amendment Extension Offer” means the Extension Offer made pursuant to the Fifth Amendment.”

““Fifth Amendment Non-Extended Revolving Commitments” means the Revolving Commitments of each Fifth Amendment Non-Extending Revolving Lender.”

““Fifth Amendment Non-Extending Revolving Lender” shall mean each Revolving Lender other than the Fifth Amendment Extending Revolving Lenders.”

““Fifth Amendment New Revolving Lenders” shall mean each New Revolving Lender (as defined in the Fifth Amendment).”

(b) 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
Term Loans outstanding prior to the Fourth Amendment Effective Date	2.00%	1.00%
2018 Replacement Term Loans	From and after Fourth Amendment Effective Date: 1.75%	From and after the Fourth Amendment Effective Date: 0.75%
Revolving Loans in respect of Fifth Amendment Extended Revolving Commitments	2.00%	1.00%
Revolving Loans in respect of Fifth Amendment Non-Extended Revolving Commitments	2.25%	1.25%

(c) The definition of “Commitment Fee Rate” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Commitment Fee Rate” shall mean (x) in respect of Fifth Amendment Extended Revolving Commitments, 0.625% per annum and (y) in respect of Fifth Amendment Non-Extended Revolving Commitments, 0.75% per annum.”.

(d) The definition of “LIBO Rate” appearing in Section 1.01 of the Credit Agreement is hereby amended by adding “and Revolving Loans in respect of Fifth Amendment Extended Revolving Commitments” after “solely in respect of the 2017 Replacement Term Loans” where it is used therein.

(e) 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, (a) with respect to Fifth Amendment Extended Revolving Commitments, that have not been extended pursuant to Section 2.28(b), but including Revolving Commitments extended or made available pursuant to the Fifth Amendment, October 13, 2023, (b) with respect to Fifth Amendment Non-Extended Revolving Commitments that have not been extended pursuant to Section 2.28(b), October 13, 2022 and (c) with respect to Extended Revolving Commitments extended after the Fifth Amendment Effective Date, the final maturity date therefor as specified in the applicable Extension Offer accepted by the respective Revolving Lender or Revolving Lenders.”;

(f) 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 Fifth Amendment Effective Date is $1,000,000,000, consisting of $985,600,000 of Extended Revolver Commitments and $14,400,000 of Fifth Amendment Non-Extended Revolver Commitments.;

(g) Section 2.09 of the Credit Agreement is hereby amended by inserting the following sentence at the end of the paragraph:

“Notwithstanding any provision to the contrary set forth in this Agreement, the Revolving Lenders agree that in the event the Administrative Agent determines, pursuant to and in accordance with this Section 2.09, that reasonable means do not exist for ascertaining the applicable LIBO Rate and the Administrative Agent and the Borrower mutually determine that the syndicated loan market has broadly accepted a replacement standard for the LIBO Rate, then the Administrative Agent and Borrower may, without the consent of any Revolving Lender and solely with respect to the Revolving Loans, amend this Agreement to adopt such new broadly accepted market standard and to make such other changes as shall be necessary or

appropriate in the good faith determination of the Administrative Agent and the Borrower in order to implement such new market standard herein and in the other Loan Documents.”;

(h) Section 2.20(a) of the Credit Agreement is here by amended and restated in its entirety as follows:

“The Borrower shall pay to the Administrative Agent for the accounts of the Revolving Lenders a commitment fee (the “Commitment Fee”) for the period commencing on the Closing Date to the Revolving Facility Termination Date with respect to the applicable Revolving Commitments or the earlier date of termination of the applicable Revolving Commitment, computed (on the basis of the actual number of days elapsed over a year of 360 days) at the Commitment Fee Rate on the average daily Unused Total Revolving Commitment. Such Commitment Fee, to the extent then accrued, shall be payable quarterly in arrears (a) following the Revolver Availability Date on the last Business Day of each March, June, September and December, (b) on the Revolving Facility Termination Date with respect to the applicable Revolving Commitments and (c) as provided in Section 2.11, upon any reduction or termination in whole or in part of the Total Revolving Commitment (provided that such fee will be prorated based on the Commitment Fee set forth in the Fifth Amendment for the fiscal quarter in which the Fifth Amendment Effective Date occurs).”; and

(i) The following shall be added as a new Section 2.29 to the Credit Agreement:

“Section 2.29 Fifth Amendment Non-Extending Revolving Lenders

If any LC Exposure of any Fifth Amendment Non-Extending Revolving Lender exists on the Revolving Facility Maturity Date applicable to the Fifth Amendment Non-Extended Revolving Commitments of such Fifth Amendment Non-Extending Revolving Lender then:

(i) the LC Exposure of such Fifth Amendment Non-Extending Revolving Lender will, upon at least two (2) Business Days prior notice to the Borrower and the other Revolving Lenders by the Administrative Agent, and subject in any event to the limitation in the first proviso below, automatically be reallocated (effective on the day specified in such notice) among the Fifth Amendment Extending Revolving Lenders pro rata in accordance with their respective Revolving Commitments; provided that (A) the Revolving Extensions of Credit of each such Revolving Lender may not in any event exceed the Revolving Commitment of such Revolving Lender as in effect at the time of such reallocation and (B) at the time of such reallocation, no Event of Default pursuant to Section 7.01(b), (f) or (g) has occurred and is continuing; and

(ii) to the extent that any portion (the “Unreallocated Portion”) of the Fifth Amendment Non-Extending Revolving Lender’s LC Exposure cannot be so

reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than three (3) Business Days after demand by the Administrative Agent, (A) Cash Collateralize the obligations of the Borrower to the Issuing Lenders in respect of such LC Exposure in an amount at least equal to the aggregate amount of the Unreallocated Portion of such LC Exposure or (B) make other arrangements reasonably satisfactory to the Administrative Agent and the Issuing Lenders to protect them against non-payment by such Fifth Amendment Non-Extending Revolving Lender.”

(j) “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 Fifth 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 Fifth Amendment.

SECTION THREE - Titles and Roles. The parties hereto agree that, as of the Fifth Amendment Effective Date (as defined below) and in connection with the Fifth 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”), Sumitomo Mitsui Banking Corporation (“SMBC”), BNP Paribas Securities Corp. (“BNP Securities”), Credit Agricole Corporate and Investment Bank (“CA-CIB”), HSBC, MUFG, Standard Chartered Bank (“SCB”), U.S. Bank National Association (“US Bank”), and BoT 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, Bank of America, N.A., MS and SMBC shall be designated as, and perform the roles associated with, a syndication agent; and

(c) each of BNP Securities, CA-CIB, HSBC, MUFG, SCB, US Bank, and BoT 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 Fifth Amendment shall become effective on the date (the “Fifth 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 Consenting 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: Zara Shirazi;

(b) all reasonable invoiced out-of-pocket expenses incurred by the Extending Revolving Lenders and the Administrative Agent pursuant to Section 10.04 of the Credit Agreement (including the reasonable and documented fees other than the Commitment Fee, charges and disbursements of counsel) and all accrued and unpaid fees, owing and payable (including any fees agreed to in connection with this Fifth Amendment) shall have been paid to the extent invoiced at least two (2) Business Days prior to the Fifth 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 Extending Revolving Lender, a one time, non-refundable fee equal to the amount set forth in that certain Extending Revolving Lenders’ fee letter, among the Extending Revolving Lenders and the Borrower, dated as of the Fifth 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 Fifth 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 and 2.21 of the Credit Agreement in respect of the Revolving Facility to, and including, the Fifth 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 Fifth Amendment set forth in Section 2.28(b)(i) and Section 2.28(c) 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 Fifth Amendment Effective Date (i) certifying as to the incumbency and specimen signature of each Responsible Officer of the Borrower and the Guarantor executing this Fifth 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 Fifth 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 Sixth 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 Fourth 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 Fifth 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 2017 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, 2017 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, 2017, included in Parent’s Annual Report on Form 10-K for 2017 filed with the SEC (as amended) and the unaudited consolidated financial statements of Parent and its Subsidiaries for the fiscal quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, and (B) as to the absence of any event occurring and continuing, or resulting from this Fifth Amendment on, the Fifth Amendment Effective Date, that constitutes a Default or Event of Default.

SECTION FIVE - No Default; Representations and Warranties. In order to induce the Extending Revolving Lenders and the Administrative Agent to enter into this Fifth Amendment, the Borrower represents and warrants to each of the Extending Revolving Lenders and the Administrative Agent that, on and as of the date hereof after giving effect to this Fifth Amendment, (i) no Default or Event of Default has occurred and is continuing or would result from giving effect to this Fifth 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 2017 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, 2017 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, 2017, included in Parent’s Annual Report on Form 10-K for 2017 filed with the SEC (as amended) and the unaudited consolidated financial statements of Parent and its Subsidiaries for the fiscal quarters ended March 31, 2018, June 30, 2018 and September 30, 2018.

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 Fifth 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 Fifth Amendment) pursuant to the Collateral Documents.

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

SECTION NINE - Governing Law. THIS FIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIFTH 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 Fifth 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 Fifth Amendment to be duly executed and delivered as of the day and year first above written.

AMERICAN AIRLINES, INC., as the Borrower

By: /s/ Thomas T. Weir
    Name: Thomas T. Weir
    Title: Vice President and Treasurer

AMERICAN AIRLINES GROUP INC., as Parent and Guarantor

By: /s/ Thomas T. Weir
    Name: Thomas T. Weir
    Title: Vice President and Treasurer

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

DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent

By: /s/ Marguerite Sutton
Name: Marguerite Sutton
Title: Vice President

By: /s/ Maria Guinchard
Name: Maria Guinchard
Title: Vice President

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

Schedule 1

Annex A

Lenders and Commitments



Name of Bank	Fifth Amendment Extended Revolving Commitment	Fifth Amendment Non-Extended Revolving Commitment	LC Commitment
Deutsche Bank AG New York Branch	[*CTR]	[*CTR]	$100,000,000
Bank of America, N.A.	[*CTR]	[*CTR]
Barclays Bank PLC	[*CTR]	[*CTR]
Citibank N.A.	[*CTR]	[*CTR]
Credit Suisse AG, Cayman Islands Branch	[*CTR]	[*CTR]
Goldman Sachs Bank USA	[*CTR]	[*CTR]
Goldman Sachs Lending Partners LLC	[*CTR]	[*CTR]
Industrial and Commercial Bank of China Limited, New York Branch	[*CTR]	[*CTR]
JPMorgan Chase Bank, N.A.	[*CTR]	[*CTR]
Morgan Stanley Bank, N.A.	[*CTR]	[*CTR]
Morgan Stanley Senior Funding, Inc.	[*CTR]	[*CTR]
Sumitomo Mitsui Banking Corporation	[*CTR]	[*CTR]
BNP Paribas	[*CTR]	[*CTR]
Credit Agricole Corporate and Investment Bank	[*CTR]	[*CTR]
HSBC Bank USA, N.A.	[*CTR]	[*CTR]
MUFG Union Bank, N.A.	[*CTR]	[*CTR]
Standard Chartered Bank	[*CTR]	[*CTR]
U.S. Bank National Association	[*CTR]	[*CTR]
BOKF, NA dba Bank of Texas	[*CTR]	[*CTR]
Texas Capital Bank, N.A.	[*CTR]	[*CTR]
Total:	$985,600,000	$14,400,000	$100,000,000

[*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

	10/13/23
	10/13/22
Filed on:	2/25/19
For Period end:	12/31/18
	12/10/18	8-K
	9/30/18	10-Q
	6/30/18	10-Q
	5/15/18	8-K
	3/31/18	10-Q
	12/31/17	10-K
	8/21/17	8-K, 8-K/A
	3/14/17	8-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

3 Subsequent Filings that Reference this Filing

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

 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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