AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 15, 2008
Exhibit
99.1
AMENDMENT
NO. 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Dated
as of May 15, 2008
AMENDMENT NO. 2 TO THE AMENDED AND
RESTATED CREDIT AGREEMENT (the “Amendment”)
among American Airlines, Inc. (the “Borrower”),
AMR Corporation (“AMR”) and
each of the 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 (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 and the Administrative Agent have agreed to amend the Credit Agreement
pursuant to Section 9.01 of the Credit Agreement to irrevocably waive the Parent
Guarantor’s compliance with the provisions of Section 5.03(b) for each of the
four fiscal quarter periods ending on any date from (and including) June 30,
2008 through March 31, 2009 and amend the provisions of Section 5.03(b) of the
Credit Agreement as set forth below.
NOW
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
SECTION
1. Waiver. Subject
to the satisfaction of the conditions precedent set forth in Section 3, 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 all periods
ending on any date from (and including) June 30, 2008 through March 31,
2009.
SECTION
2. Amendment.
(a) Effective
as of the date on which the conditions precedent set forth in Section 3 have
been satisfied, Section 5.03(b) of the Credit Agreement is hereby amended to
read in full as follows:
“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 March 31,
2009):
|
Measurement
Period Ending
|
Cash
Flow Coverage Ratio
|
|
June
30, 2009
|
0.90:1.00
|
|
September
30, 2009
|
0.95:1.00
|
|
December
31, 2009
|
1.00:1.00
|
|
March
31, 2010
|
1.05:1.00
|
|
June
30, 2010
|
1.10:1.00
|
|
September
30, 2010
|
1.15:1.00
|
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 June 30, 2009, the Measurement Period
shall be the fiscal quarter of the Parent Guarantor then ended, (ii)
in respect of September 30, 2009, the Measurement Period shall be the two
consecutive fiscal quarters of the Parent Guarantor then ended and (iii) in
respect of December 31, 2009, the Measurement Period shall be the three
consecutive fiscal quarters of the Parent Guarantor then ended.”
(b) Effective
as of the date hereof, 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. 2 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) the Borrower and AMR, (B) 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) 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. 2 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. 2 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. 2 Effective Date,
that constitutes a Default or an Event of Default.
(iii) The
Borrower shall have paid (a) to the Administrative Agent, for the benefit of
each Term 2 Lender executing this Amendment on or before May 15, 2008, a fee
equal to 3.50% of the aggregate principal amount of the Term 2 Advances of each
such Lender outstanding on the date hereof, (b) to the Administrative Agent, for
the benefit of each Revolving Credit 1 Lender executing this Amendment on or
before May 15, 2008, a fee equal to 1.50% of the Revolving Credit 1 Commitment
of each such Lender in effect on the date hereof and (c) all invoiced accrued
fees and expenses of the Administrative Agent (including the reasonable fees and
expenses of Shearman & Sterling LLP, counsel for the Administrative Agent,
for which invoices shall have been provided to the Borrower at least two
Business Days prior to the Amendment No. 2 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 to the attention of ▇▇▇▇▇ ▇▇▇▇▇▇
at fax # ▇▇▇-▇▇▇-▇▇▇▇ no later than 5PM EDT, May 15, 2008 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.
[signature
pages intentionally omitted]