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 J.P. Morgan 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 occu
