AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 26, 2009
AMENDMENT
NO. 3 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Dated
as of June 26, 2009
AMENDMENT NO. 3 TO THE AMENDED AND
RESTATED CREDIT AGREEMENT (the “Amendment”)
among American Airlines, Inc. (the “Borrower”),
AMR Corporation (“AMR”),
each of the Required Lenders (as defined in the Credit Agreement referred to
below) listed on the signature pages hereto and Citicorp USA, Inc., as
Administrative Agent (the “Administrative
Agent”).
PRELIMINARY
STATEMENTS:
1. The
Borrower and AMR have entered into that Amended and Restated Credit Agreement,
dated as of March 27, 2006, as amended by Amendment No. 1 to the Amended and
Restated Credit Agreement, dated as of May 9, 2007, and Amendment No. 2 to the
Amended and Restated Credit Agreement, dated as of May 15, 2008 (as so amended,
the “Credit
Agreement”), with the Lenders party thereto, the Administrative Agent,
JPMorgan Chase Bank, N.A., as Syndication Agent and Citigroup Global Markets
Inc. and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as Joint Lead Arrangers and Joint
Book-Running Managers. Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified therefor in the Credit
Agreement.
2. The
Borrower has requested certain modifications to the cash flow coverage covenant
contained in Section 5.03(b) of the Credit Agreement and a waiver of the Parent
Guarantor’s compliance with such covenant for the period ending June 30,
2009.
3. The
Required Lenders have agreed, subject to the terms and conditions hereinafter
set forth, to amend the Credit Agreement and waive the Parent Guarantor’s
compliance with Section 5.03(b) of the Credit Agreement for the period ending
June 30, 2009 in response to the Borrower’s request as set forth
herein.
NOW
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
SECTION
1. Waiver. Effective
as of the date on which the conditions precedent set forth in Section 3 have
been satisfied or waived, the Required Lenders hereby irrevocably waive the
compliance by the Parent Guarantor with the provisions of Section 5.03(b) of the
Credit Agreement for the period ending on June 30, 2009.
SECTION
2. Amendment. Effective
as of the date on which the conditions precedent set forth in Section 3 have
been satisfied or waived, the Credit Agreement is hereby amended as
follows
(a) Clause
(a) of the definition of “Applicable
Margin” in Section 1.01 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
“(a) in
respect of the Term 2 Facility, 4.00% per annum, in the case of Eurodollar Rate
Advances, and 3.00% per annum, in the case of Base Rate Advances,
and”;
(b) The
definition of “Base Rate”
in Section 1.01 of the Credit Agreement is hereby amended by deleting the “and”
at the end of clause (b) thereof, renumbering clause (c) thereof as clause (d),
and adding “(c) 3.50%; and” as a new clause (c) thereof.
(c) The
definition of “Eurodollar Rate” in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety as follows:
““Eurodollar
Rate” means, for any Interest Period for all Eurodollar Rate Advances
comprising part of the same Borrowing, an interest rate per annum equal to the
rate per annum obtained by dividing (X) the higher of (a) 2.50% per annum and
(b) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of
1%) appearing on Telerate Page 3750 (or any successor page) as the London
interbank offered rate for deposits in U.S. dollars at 11:00 A.M. (London time)
two Business Days before the first day of such Interest Period for a period
equal to such Interest Period (provided that, if for any
reason such rate is not available, the term “Eurodollar Rate” shall mean, for
any Interest Period for all Eurodollar Rate Advances comprising part of the same
Borrowing, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank
offered rate for deposits in Dollars at approximately 11:00 A.M. (London time)
two Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period); provided, however, if more than one
rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the
arithmetic mean of all such rates) by (Y) a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage for such Interest Period.”;
“Amendment No.
3” means Amendment No. 3 to this Agreement, dated as of June 26, 2009,
among the Borrower, the Agent and the Lenders party thereto.
“Amendment No. 3
Effective Date” shall have the meaning specified in Amendment No.
3.
(e) Section
5.01 of the Credit Agreement is hereby amended by adding the following new
Section 5.01(q) at the end thereof:
“(q) Additional
Appraisals.
(i) Without
duplication of any appraisals required to be conducted by the Appraiser or any
Appraisal Reports required to be delivered to the Lenders, in each case pursuant
to Section 5.01(m), cause the Appraiser to conduct an appraisal of the then
current Aircraft Value of the Aircraft and to deliver an Appraisal Report in
respect thereof to the Lenders by no later than 45 days prior to each 3-month
anniversary of the Effective Date occurring on and after the Amendment No. 3
Effective Date. The Borrower shall bear all costs and expenses of
compliance with this Section 5.01(q)(i).
(ii) Notwithstanding
anything in this Agreement to the contrary, from and after the Amendment No. 3
Effective Date, each reference in this Agreement to an Appraisal Report most
recently delivered to the Agent and/or the Lenders pursuant to Section
5.01(m)(i) or generally (including, without limitation, in the definition of
“Aircraft Value”) shall be deemed to also include any Appraisal Report most
recently delivered to the Agent and/or the Lenders pursuant to Section
5.01(q)(i), as applicable.”
(f) Section
5.03(b) of the Credit Agreement is amended and restated in its entirety as
follows:
“(b) Cash Flow
Coverage. So long as any principal, interest and premiums
related to any Advances and any fees hereunder shall remain unpaid or any Lender
shall have any Commitment hereunder, the Parent Guarantor will maintain, for
each Measurement Period (as defined below) most recently ended, a Cash Flow
Coverage Ratio of not less than the amount specified below for such period (it
being understood that this Section 5.03(b) shall not apply to any Measurement
Period ending on any date from (and including) June 30, 2008 through June 30,
2009):
|
Measurement
Period Ending
|
Cash
Flow Coverage Ratio
|
|
September
30, 2009
|
0.95:1.00
|
|
December
31, 2009
|
0.95:1.00
|
|
March
31, 2010
|
0.95:1.00
|
|
June
30, 2010
|
1.00:1.00
|
|
September
30, 2010
|
1.05:1.00
|
For
purposes hereof, “Measurement Period” shall mean each period of four consecutive
fiscal quarters of the Parent Guarantor; provided, however, that (i) in
respect of September 30, 2009, the Measurement Period shall be the fiscal
quarter of the Parent Guarantor then ended, (ii) in respect of December 31,
2009, the Measurement Period shall be the two consecutive fiscal quarters of the
Parent Guarantor then ended and (iii) in respect of March 31, 2010, the
Measurement Period shall be the three consecutive fiscal quarters of the Parent
Guarantor then ended.”; and
(g) Section
6.01(c) of the Credit Agreement is amended by (i) inserting “5.01(q)” between
“5.01(n),” and “5.02(a)” in the third line thereof and (ii) and inserting “or
5.01(q)” immediately following “5.01(m) in the proviso thereto.
(h) Schedule
4.01(f) to the Credit Agreement is hereby replaced in its entirety by the
replacement “Schedule 4.01(f)” attached hereto as Annex A.
SECTION
3. Conditions of
Effectiveness. This Amendment shall become effective as of the
date when, and only when (the “Amendment No. 3 Effective
Date”), each of the following conditions precedent shall have been
satisfied or waived:
(i) The
Administrative Agent shall have received counterparts of this Amendment executed
by (A) each of the Borrower and AMR, (B) each of the Administrative Agent and
the Collateral Agent and (C) each of the Required Lenders, or as to any such
Lender, advice satisfactory to the Administrative Agent that such Lender has
executed this Amendment.
(ii) The
Administrative Agent shall have received a certificate of each Loan Party signed
on behalf of such Loan Party by its President or a Vice President and its
Secretary or any Assistant Secretary, dated the date of the Amendment No. 3
Effective Date, certifying as to (i) the truth of the representations and
warranties contained in the Financing Documents as though made on and as of the
date of the Amendment No. 3 Effective Date, except to the extent that any such
representation or warranty relates to a specified date, in which case such
representation or warranty shall be or was true and correct as of such date, and
(ii) the absence of any event occurring and continuing, or resulting from
the Amendment No. 3 Effective Date, that constitutes a Default or an Event of
Default.
(iii) The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Loan Parties, the authorization
of the transactions under this Amendment and any other legal matters relating to
the Loan Parties, this Amendment or the transactions contemplated hereunder, all
in form and substance reasonably satisfactory to the Administrative Agent and
its counsel.
(iv) Immediately
before and after giving effect to this Amendment, no Default or Event of Default
shall have occurred and be continuing.
(v) The
Borrower shall have paid (a) to the Administrative Agent, for the benefit of
each Lender executing this Amendment on or before 5:00 PM (EST) on June 25,
2009, an amendment fee equal to 0.75% of the Commitments and Advances of each
such Lender in effect or outstanding, as the case may be, on the date hereof and
(b) all invoiced accrued fees and expenses of the Administrative Agent and the
Lead Arrangers (including the reasonable fees and expenses of Shearman &
Sterling LLP, counsel for the Administrative Agent and the Lead Arrangers, for
which invoices shall have been provided to the Borrower at least two Business
Days prior to the Amendment No. 3 Effective Date).
SECTION
4. Representations and
Warranties of the Loan Parties
. Each
of the Borrower and AMR represents and warrants as follows:
(a) The
execution, delivery and performance by the Borrower and AMR of this Amendment
and the performance by the Borrower and AMR of the Credit Agreement, as amended
hereby, have been duly authorized by all necessary limited liability company or
corporate action.
(b) This
Amendment has been duly executed and delivered by the Borrower and
AMR. This Amendment and the Credit Agreement, as amended hereby,
constitute the legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their respective terms, subject to the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors’ rights generally, and subject to the effects of
general principles of equity (regardless whether considered in a proceeding in
equity or at law) and implied covenants of good faith and fair
dealing).
SECTION
5. Reference to and Effect on
the Credit Agreement and the other Financing Documents
.
(a) On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Financing Documents to “the Credit Agreement”, “the Amended and
Restated Credit Agreement”, “thereunder”, “thereof” or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.
(b) The
Credit Agreement (as specifically amended by this Amendment), the Notes, the SGR
Security Agreement and each of the other Financing Documents are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed. Without limiting the generality of the foregoing, the
Collateral Documents and all of the Collateral described thereof do and shall
continue to secure the payment of all Obligations of the Loan Parties under the
Financing Documents.
(c) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or Agent under any of the Financing Documents, nor constitute a
waiver of any provision of any of the Financing Documents.
(d) Each
of the Borrower, the Parent Guarantor and the Required Lenders hereby agree that
this Amendment shall be a Financing Document for all purposes of the Credit
Agreement and the other Financing Documents.
SECTION
6. Execution in
Counterparts
. This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and
the same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by telecopier or in .pdf or similar electronic
format shall be effective as delivery of a manually executed counterpart of this
Amendment.
SECTION
7. Governing
Law
. This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.
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