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•	the inability to successfully combine our businesses in a manner that permits us to achieve the synergies and other benefits anticipated to result from the Merger;

•	the challenge of integrating complex systems, operating procedures, regulatory compliance programs, technology, aircraft fleets, networks, and other assets in a manner that minimizes any adverse impact on customers, suppliers, employees, and other constituencies;

•	the effects of divestitures and other operational commitments in connection with the settlement of the litigation brought by the DOJ and certain states prior to the closing of the Merger;

•	the challenge of forming and maintaining an effective and cohesive management team;

•	the diversion of the attention of our management and other key employees;

•	the challenge of integrating workforces while maintaining focus on providing consistent, high quality customer service and running an efficient operation;

•	the risks relating to integrating various computer, communications and other technology systems, including designing and implementing an integrated customer reservations system, that will be necessary to operate American and US Airways as a single airline and to achieve cost synergies by eliminating redundancies in the businesses;

•	the disruption of, or the loss of momentum in, our ongoing business;

•	the branding or rebranding initiatives may involve substantial costs and may not be favorably received by customers; and

•	the potential unknown liabilities, liabilities that are significantly larger than we currently anticipate and unforeseen increased expenses or delays associated with the Merger, including costs in excess of the cash transition costs that we currently anticipate.

•	limit our ability to obtain additional funding for working capital, to withstand operating risks that are customary in the industry, capital expenditures, acquisitions, investments, integration costs, and general corporate purposes, and adversely affect the terms on which such funding can be obtained;

•	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness and other obligations, thereby reducing the funds available for other purposes;

•	make us more vulnerable to economic downturns and catastrophic external events;

•	contain restrictive covenants that could:

▪	limit our ability to merge, consolidate, sell assets, incur additional indebtedness, issue preferred stock, make investments and pay dividends; and

▪	significantly constrain our ability to respond, or respond quickly, to unexpected disruptions in our own operations, the U.S. or global economies, or the businesses in which we operate, or to take advantage of

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•	limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions.

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•	a decrease in revenues results in a disproportionately greater percentage decrease in earnings;

•	we may not have sufficient liquidity to fund all of these fixed obligations if our revenues decline or costs increase; and

•	we may have to use our working capital to fund these fixed obligations instead of funding general corporate requirements, including capital expenditures.

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•	because the Merger was completed on December 9, 2013, AAG's consolidated results of operations include the results of US Airways Group and its subsidiaries only for 23 days of 2013;

•	the Merger was accounted for using the acquisition method of accounting with AAG as the acquiring entity, resulting in an adjustment to the carrying values of the assets and liabilities of US Airways Group compared to its historical carrying values;

•	during the course of our Chapter 11 Cases and in connection with our emergence from Chapter 11 and the effectiveness of the Plan, we recorded material expenses, charges, costs and other accounting entries related to our restructuring process, many of which generally had not been incurred in the past and are not expected to be incurred in the future; and

•	certain prior accounting presentations, including the manner in which we report our regional operations, have been changed and historical results restated to conform to the current presentation.

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•	changes in law which affect the services that can be offered by airlines in particular markets and at particular airports, or the types of fees that can be charged to passengers;

•	the granting and timing of certain governmental approvals (including antitrust or foreign government

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•	restrictions on competitive practices (for example, court orders, or agency regulations or orders, that would curtail an airline’s ability to respond to a competitor);

•	the adoption of new passenger security standards or regulations that impact customer service standards (for example, a "passenger bill of rights");

•	restrictions on airport operations, such as restrictions on the use of Slots at airports or the auction or reallocation of Slot rights currently held by us; and

•	the adoption of more restrictive locally-imposed noise restrictions.

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•	actual or potential changes in international, national, regional, and local economic, business and financial conditions, including recession, inflation, higher interest rates, wars, terrorist attacks, or political instability;

•	changes in consumer preferences, perceptions, spending patterns, or demographic trends;

•	changes in the competitive environment due to industry consolidation, changes in airline alliance affiliations, and other factors;

•	actual or potential disruptions to the ATC systems, including as a result of "sequestration" or any other interruption in government funding;

•	increases in costs of safety, security, and environmental measures;

•	outbreaks of diseases that affect travel behavior; and

•	weather and natural disasters.

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•	AAG's operating and financial results failing to meet the expectations of securities analysts or investors;

•	changes in financial estimates or recommendations by securities analysts;

•	material announcements by us or our competitors;

•	movements in fuel prices;

•	new regulatory pronouncements and changes in regulatory guidelines;

•	general and industry-specific economic conditions;

•	the success or failure of AAG's integration efforts;

•	changes in our key personnel;

•	the conversion of AAG Series A Preferred Stock issued pursuant to AAG's plan of reorganization;

•	distributions of shares of our common stock pursuant to our plan of reorganization, including upon the conversion of AAL Preferred Stock and distributions from the disputed claims reserve established under the plan of reorganization upon the resolution of the underlying claims;

•	public sales of a substantial number of shares of our common stock or issuances of our common stock upon the exercise or conversion of convertible securities, options, warrants, RSUs, SARs, or similar rights;

•	increases or decreases in reported holdings by insiders or other significant stockholders;

•	fluctuations in trading volume; and

•	changes in market values of airline companies as well as general market conditions.

•	advance notice procedures for stockholder proposals to be considered at stockholders’ meetings;

•	the ability of our board of directors to fill vacancies on the board;

•	a prohibition against stockholders taking action by written consent;

•	a prohibition against stockholders calling special meetings of stockholders;

•	a requirement that holders of at least 80% of the voting power of the shares entitled to vote in the election of directors approve any amendment of our Bylaws submitted to stockholders for approval; and

•	super-majority voting requirements to modify or amend specified provisions of our Certificate of Incorporation.

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(1)	Aircraft in temporary storage are included in the count of operating aircraft.

(2)	As of December 31, 2013, all non-operating aircraft are owned.

(3)	Included in the totals above, aircraft operated by US Airways consist of 93 A319s, 70 A320s, 91 A321s, 12 A330-200s, 9 A330-300s, 14 B737-400s, 24 B757-200s, 10 B767-200ERs and 20 ERJ 190s, of which 123 are owned and 220 are leased.

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(1)	As of December 31, 2013, all non-operating aircraft are owned.

(2)	Included in the totals above, aircraft operated by wholly-owned regional subsidiaries of US Airways Group consist of 35 CRJ 200s, 14 CRJ 700s, 29 De Havilland Dash 8-100s, and 11 De Havilland Dash 8-300s, of which 48 are owned and 41 are leased.

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(1)	Reorganization items refer to revenues, expenses (including professional fees), realized gains and losses and provisions for losses that are realized or incurred as a direct result of the Chapter 11 Cases. See Note 2 in Part II, Item 8A to AAG's Consolidated Financial Statements for further information on reorganization items.

(2)

American's defined benefit pension plans were frozen effective November 1, 2012 and the Pilot B Plan, a defined contribution plan, was terminated on November 30, 2012. Further, American significantly modified its retiree medical plans in 2012 resulting in the recognition of a negative plan amendment. See Note 13 in Part II, Item 8A to AAG's Consolidated Financial Statements for further information on retirement benefits, including the financial impact of these plan changes.

(3)	See reconciliation of GAAP to non-GAAP financial measures below.

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In 2013, special charges consisted primarily of a $192 million charge related to US Airways' pilot MOU that became effective upon the close of the Merger, $96 million related to professional fees and fees for US Airways to exit the Star Alliance, a $107 million charge related to the American's pilot long-term disability obligation, $58 million in severance, $56 million related to employee awards granted in connection with the Merger, a $43 million charge for workers' compensation claims, and a $33 million impairment charge associated with certain Boeing 757 aircraft held for sale. These charges were offset in part by a $31 million special credit related to a change in accounting method resulting from the modification of American's AAdvantage miles agreement with Citibank, a $67 million gain on the sale of slots at LaGuardia Airport as a result of the settlement reached with the DOJ and the cancellation of equity awards in connection with the Merger.

•	In 2012, special charges consisted of $387 million of severance and related charges and write-off of leasehold improvements on aircraft and airport facilities that were rejected during the Chapter 11 process.

•	In 2011, special charges consisted primarily of $725 million related to the impairment of certain aircraft and gates, $31 million of non-recurring non-cash charges related to certain sale/leaseback transactions, and a $43 million revenue reduction as a result of a decrease in the breakage assumption related to the AAdvantage frequent flyer liability.

•	In 2010, special charges consisted primarily of the impairment of certain route authorities in Latin America and losses on Venezuelan currency remeasurement.

•	In 2009, special charges consisted of restructuring charges of $171 million primarily consisted of the grounding of the Airbus A300 fleet and the impairment of Embraer RJ-135 aircraft. Special items in 2009 consisted of $184 million and include the impairment of certain route and slot authorities, primarily in Latin America, and losses on certain sale-leaseback transactions.

•

In 2013, special charges consisted of interest charges of $157 million to recognize post-petition interest expense on unsecured obligations pursuant to the Plan, a $54 million charge related to the premium on tender for existing enhanced equipment trust certificates (EETCs) financings and the write-off of debt issuance costs and $19 million in charges related to the repayment of existing EETC financings.

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•	In 2012, special charges consisted of a $280 million benefit resulting from a settlement of a commercial dispute.

•	In 2013, special charges consisted primarily of a $1.7 billion deemed claim to employees pursuant to the Plan as well as professional fees and estimated allowed claim amounts.

•	In 2012, and 2011 special charges consisted primarily of estimated claims associated with restructuring the financing arrangements for certain debt, aircraft leases, and rejecting certain special facility revenue bonds, as well as professional fees.

•	In 2013, special charges consisted of a $538 million non-cash income tax benefit resulting from gains recorded in Other Comprehensive Income, which was offset by a $214 million non-cash charge related to additional valuation allowance required to reduce deferred tax assets to the amount we believe is more likely than not to be realized.

•	In 2012, special charges consisted of a $569 million non-cash income tax benefit resulting from gains recorded in Other Comprehensive Income.

•	In 2009, special charges consisted of a $248 million non-cash income tax benefit resulting from gains recorded in Other Comprehensive Income.

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In 2013, special charges consisted primarily of a $107 million charge related to American's pilot long-term disability obligation, $47 million in severance and professional fees, $56 million related to employee equity awards granted in connection with the merger, a $43 million charge for workers' compensation claims, and a $33 million impairment charge associated with certain Boeing 757 aircraft held for sale. These charges were offset in part by a $31 million special credit related to a change in accounting method resulting from the modification of American's AAdvantage

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•	In 2012, special charges consisted of $386 million of severance and related charges and write-off of leasehold improvements on aircraft and airport facilities that were rejected during the Chapter 11 process. American's 2012 results also include a $280 million benefit from a settlement of a commercial dispute.

•	In 2011, special charges and other items consisted primarily of $725 million related to the impairment of certain aircraft and gates, $31 million of non-recurring non-cash charges related to certain sale/leaseback transactions, and a $43 million revenue reduction as a result of a decrease in the breakage assumption related to the AAdvantage frequent flyer liability.

•	In 2010, special items consisted of $81 million and include the impairment of certain route authorities in Latin America and losses on Venezuelan currency remeasurement.

•	In 2009, restructuring charges of $171 million primarily consisted of the grounding of the Airbus A300 fleet and the impairment of Embraer RJ-135 aircraft. Special items in 2009 consisted of $184 million and include the impairment of certain route and slot authorities, primarily in Latin America, and losses on certain sale-leaseback transactions.

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(1)

We believe that the presentation of mainline CASM excluding fuel is useful to investors as both the cost and availability of fuel are subject to many economic and political factors beyond our control, and excluding special items and profit sharing provides investors the ability to measure financial performance in a way that is more indicative of our ongoing performance and is more comparable to measures reported by other major airlines. Management uses mainline CASM excluding special items, fuel and profit sharing to evaluate our operating performance. Amounts may not recalculate due to rounding.

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(1)	Our restricted cash and short-term investments related primarily to collateral held to support projected workers' compensation obligations.

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(1)	To conform to current year presentation, certain operating revenue and expenses in prior years have been reclassified. As a result, prior year amounts may not agree to the amounts previously reported. See Note 5 to AAG's Consolidated Financial Statements in Part II, Item 8A for additional information.

(2)

We are providing disclosure of the reconciliation of reported non-GAAP financial measures to their comparable financial measures on a GAAP basis. We believe that the non-GAAP financial measures provide investors the ability to measure financial performance excluding special items, which is more indicative of our ongoing performance and is more comparable to measures reported by other major airlines.

(1)

In 2013, special charges consisted primarily of a $107 million charge related to the American's pilot long-term disability obligation, $58 million in severance and professional fees, $56 million related to employee awards granted in connection with the Merger, a $43 million charge for workers' compensation claims, and a $33 million impairment charge associated with certain Boeing 757 aircraft held for sale. These charges were offset in part by a $67 million gain on the sale of slots at LaGuardia Airport as a result of the settlement reached with the DOJ and a $31 million credit resulting from the modification of American's AAdvantage miles agreement with Citibank.

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(2)

In 2013, special charges consisted of interest charges of $157 million to recognize post-petition interest expense on unsecured obligations pursuant to the Plan, a $54 million charge related to the premium on tender for existing secured notes and EETC financings and the write-off of debt issuance costs and $19 million in charges related to the repayment of existing secured notes and EETC financings.

(3)

In 2013 and 2012, special charges included, respectively, a $538 million and a $569 million non-cash income tax benefit from continuing operations. The Company is required to consider all items (including items recorded in other comprehensive income) in determining the amount of tax benefit that results from a loss from continuing operations and that should be allocated to continuing operations. As a result, the Company recorded a tax benefit on the loss from continuing operations for the year, which was exactly offset by income tax expense on other comprehensive income. However, while the income tax benefit from continuing operations is reported on the income statement, the income tax expense on other comprehensive income is recorded directly to Accumulated other comprehensive income (loss), which is a component of stockholders' equity. Because the income tax expense on other comprehensive income is equal to the income tax benefit from continuing operations, the Company's year-end net deferred tax position is not impacted by this tax allocation. The 2013 tax benefit was offset in part by a $214 million tax charge attributable to additional valuation allowance required to reduce deferred tax assets to the amount the Company believes is more likely than not to be realized.

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(a)	Revenue passenger mile (RPM) — A basic measure of sales volume. One RPM represents one passenger flown one mile.

(b)	Available seat mile (ASM) — A basic measure of production. One ASM represents one seat flown one mile.

(c)	Passenger load factor — The percentage of available seats that are filled with revenue passengers.

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(d)	Yield — A measure of airline revenue derived by dividing passenger revenue by RPMs.

(e)	Passenger revenue per available seat mile (PRASM) — Passenger revenues divided by ASMs.

(f)	Operating cost per available seat mile (CASM) — Operating expenses divided by ASMs.

(g)	Passenger enplanements — The number of passengers on board an aircraft, including local, connecting and through passengers.

(h)	Block hours — The hours measured from the moment an aircraft first moves under its own power, including taxi time, for the purposes of flight until the aircraft is docked at the next point of landing and its power is shut down.

(i)	Average stage length — The average of the distances flown on each segment of every route.

(j)	Regional statistics include AMR Eagle, as well as operating and financial results from American's capacity purchase agreements with Chautauqua, ExpressJet, Republic and SkyWest.

(k)	Cargo ton miles — A basic measure of cargo transportation. One cargo ton mile represents one ton of cargo transported one mile.

(l)	Total revenue per available seat mile (RASM) — Total revenues divided by total mainline and regional ASMs.

(m)	Cargo yield per ton mile — Cargo revenues divided by total mainline and regional cargo ton miles.

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Mainline passenger revenues increased 4.5% to $19.6 billion in 2013 as compared to $18.7 billion in 2012. Mainline RPMs increased 1.6%, as mainline capacity, as measured by ASMs, increased 1.2% resulting in a 0.3 point increase in load factor to 83.1%. Mainline passenger yield increased 2.9% to 15.26 cents in 2013 from 14.83 cents in 2012. Mainline PRASM increased 3.3% to 12.68 cents in 2013 from 12.28 cents in 2012.

•	Regional passenger revenues were $2.9 billion which was relatively flat as compared to 2012. Regional RPMs increased 2.5%, as regional capacity, as measured by ASMs, increased 1.8% resulting in a 0.5 point increase in load factor. Regional passenger yield decreased 1.9% to 27.97 cents in 2013 from 28.53 cents in 2012. Regional PRASM decreased 1.3% to 21.15 cents in 2013 from 21.43 cents in 2012.

•	Other revenues were $2.6 billion in 2013, an increase of $92 million, or 3.6%, primarily due to increased revenues associated with the sale of AAdvantage frequent flyer mileage credits and a $31 million special credit related to a change in accounting method resulting from the modification of the Company's AAdvantage miles agreement with Citibank.

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(1)

We believe that the presentation of mainline CASM excluding fuel is useful to investors as both the cost and availability of fuel are subject to many economic and political factors beyond our control, and excluding special items and profit sharing provides investors the ability to measure financial performance in a way that is more indicative of our ongoing performance and is more comparable to measures reported by other major airlines. Management uses mainline CASM excluding special items, fuel and profit sharing to evaluate our operating performance. Amounts may not recalculate due to rounding.

•	Aircraft fuel and related taxes per ASM decreased 2.2% primarily due to a 3.2% decrease in the average price per gallon of fuel, net of the effects of hedging, to $3.10 in 2013 from $3.20 in 2012, which was offset in part by an increase in gallons consumed.

•	Salaries, wages and benefits per ASM decreased 16.2% primarily due to the results of voluntary and involuntary terminations in connection with the 2012 restructuring plan as well as effects related to the freezing of American's pension plan in 2012.

•	Aircraft rent per ASM increased 33.3% as a result of new aircraft deliveries in 2013 as we continue our fleet renewal program.

•	Selling expenses per ASM increased 5.8% as a result of higher commissions and credit card fees related to the increase in passenger revenues.

•	Other operating expenses per ASM increased 7.4% due to increases in outsourced services, costs associated with enhanced customer product offerings.

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(1)

In exchange for employees' contributions to the successful reorganization of the Company, including agreeing to reductions in pay and benefits, the Company agreed in the Plan to provide each employee group a deemed claim which was used to provide a distribution of a portion of the equity of the reorganized entity to those employees. Each employee group received a deemed claim amount based upon a portion of the value of cost savings provided by that group through reductions to pay and benefits as well as through certain work rule changes. The total value of this deemed claim was approximately $1.7 billion.

(2)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing or facility agreement and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim. See Note 2 to AAG's Consolidated Financial Statements in Part II, Item 8A for further information.

(3)

Pursuant to the Plan, the Debtors agreed to allow certain post-petition unsecured claims on obligations. As a result, during the year ended December 31, 2013, the Company recorded reorganization charges to adjust estimated allowed claim amounts previously recorded on rejected special facility revenue bonds of $180 million, allowed general unsecured claims related to the 1990 and 1994 series of special facility revenue bonds that financed certain improvements at JFK and rejected bonds that financed certain improvements at ORD, which are included in the table above.

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(4)	The Plan allows unsecured creditors receiving Preferred Stock a conversion discount of 3.5%. Accordingly, the Company recorded the fair value of such discount upon the confirmation of the Plan by the Bankruptcy Court.

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Mainline passenger revenues increased 4.4% to $18.7 billion in 2012 as compared to $17.9 billion in 2011. The benefits of the strong demand environment were offset in part by labor related operational disruptions and disruptions associated with Hurricane Sandy and the early November snowstorm in the Northeast United States, which had an estimated impact on the Company's 2012 passenger revenues of $120 million and $65 million, respectively. Mainline RPMs decreased 0.1%, as mainline capacity, as measured by ASMs, decreased 1.1% resulting in a 0.9 point increase in load factor to 82.8%. Mainline passenger yield increased 4.5% to 14.83 cents in 2012 from 14.19 cents in 2011. Mainline PRASM increased 5.6% to 12.28 cents in 2012 from 11.63 cents in 2011.

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Regional passenger revenues were $2.9 billion as compared to $2.7 billion in 2011, an increase of $190 million or 7.0%. Regional RPMs increased 3.2%, as regional capacity, as measured by ASMs increased 0.7% resulting in a 1.9 point increase in load factor. Regional passenger yield increased 3.6% to 28.53 cents in 2012 from 27.53 cents in 2011. Regional PRASM increased 6.1% to $21.43 cents in 2012 from $20.19 cents in 2011.

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•	Cargo revenues were $675 million in 2012, a decrease of $34 million, or 4.8%, primarily as a result of decreased freight and mail traffic and yields.

•	Other revenues were $2.5 billion in 2012, a decrease of $76 million, or 2.9%, primarily due to decreased revenue associated with the sale of mileage credits in the AAdvantage frequent flyer program and decreases in certain passenger service charge volumes and fees.

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(1)

We believe that the presentation of mainline CASM excluding fuel is useful to investors as both the cost and availability of fuel are subject to many economic and political factors beyond our control, and excluding special items and profit sharing provides investors the ability to measure financial performance in a way that is more indicative of our ongoing performance and is more comparable to measures reported by other major airlines. Management uses mainline CASM excluding special items, fuel and profit sharing to evaluate our operating performance. Amounts may not recalculate due to rounding.

•	Aircraft fuel and related taxes per ASM increased 5.9% primarily due to a 6.3% increase in the average price per gallon of fuel, net of the effects of hedging, to $3.20 in 2012 from $3.01 in 2011.

•	Maintenance, materials and repairs per ASM increased 13.4% primarily due to the timing of materials and repairs expenses.

•	Other rent and landing fees per ASM decreased 7.8% primarily due to the rejection of bonds in connection with the Company's Chapter 11 Cases as described in Note 2 to AAG's Consolidated Financial Statements in Part II, Item 8A.

•	Aircraft rent per ASM decreased 14.3% primarily as a result of the Company's Chapter 11 Cases as described in Note 2 to AAG's Consolidated Financial Statements in Part II, Item 8A.

•	Depreciation and amortization per ASM decreased 6.8% as a result of certain aircraft impairment and obsolescence adjustments recorded in 2011.

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(1)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing or facility agreement and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim. See Note 2 to AAG's Consolidated Financial Statements in Part II, Item 8A for further information.

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(1)

In 2013, special charges consisted primarily of a $107 million charge related to American's pilot long-term disability obligation, $47 million in severance and professional fees, $56 million related to employee awards granted in connection with the Merger, a $43 million charge for workers' compensation claims, and a $33 million impairment charge associated with certain Boeing 757 aircraft held for sale. These charges were offset in part by a $67 million gain on the sale of slots at LaGuardia Airport as a result of the settlement reached with the DOJ and a $31 million credit related to a change in accounting method resulting from the modification of American's AAdvantage miles agreement with Citibank.

(2)	In 2013, special charges consisted of interest charges of $68 million to recognize post-petition interest expense on unsecured obligations pursuant to the Plan, a $54 million charge related to the premium on tender for existing EETC financings and the write-off of debt issuance costs and $19 million in charges related to the repayment of existing EETC financings.

(3)

In 2013 and 2012, special charges included, respectively, a $538 million and a $569 million non-cash income tax benefit from continuing operations. American is required to consider all items (including items recorded in other comprehensive income) in determining the amount of tax benefit that results from a loss from continuing operations and that should be allocated to continuing operations. As a result, American recorded a tax benefit on the loss from continuing operations for the year, which was exactly offset by income tax expense on other comprehensive income. However, while the income tax benefit from continuing operations is reported on the income statement, the income tax expense on other comprehensive income is recorded directly to Accumulated other comprehensive income (loss), which is a component of stockholder's equity. Because the income tax expense on other comprehensive income is equal to the income tax benefit from continuing operations, American's year-end net deferred tax position is not impacted by this tax allocation. The 2013 tax benefit was offset in part by a $214 million tax charge attributable to additional valuation allowance required to reduce deferred tax assets to the amount the Company believes is more likely than not to be realized.

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•

Mainline passenger revenues increased 4.5% to $19.6 billion in 2013 as compared to $18.7 billion in 2012. Mainline RPMs increased 1.6%, as mainline capacity, as measured by ASMs, increased 1.2% resulting in a 0.3 point increase in load factor to 83.1%. Mainline passenger yield increased 2.9% to 15.26 cents in 2013 from 14.83 cents in 2012. Mainline PRASM increased 3.3% to 12.68 cents in 2013 from 12.28 cents in 2012.

•	Regional passenger revenues were $2.9 billion which was relatively flat as compared to 2012. Regional RPMs increased 2.5%, as regional capacity, as measured by ASMs, increased 1.8% resulting in a 0.5 point increase in load factor. Regional passenger yield decreased 1.9% to 27.97 cents in 2013 from 28.53 cents in 2012. Regional PRASM decreased 1.3% to 21.15 cents in 2013 from 21.43 cents in 2012.

•	Other revenues were $2.6 billion in 2013, an increase of $70 million, or 2.8%, primarily due to increased revenues associated with the sale of AAdvantage frequent flyer mileage credits and a $31 million special credit related to a change in accounting method resulting from the modification of American's AAdvantage miles agreement with Citibank.

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(1)

In exchange for employees' contributions to the successful reorganization of the Company, including agreeing to reductions in pay and benefits, the Company agreed in the Plan to provide each employee group a deemed claim which was used to provide a distribution of a portion of the equity of the reorganized entity to those employees. Each employee group received a deemed claim amount based upon a portion of the value of cost savings provided by that group through reductions to pay and benefits as well as through certain work rule changes. The total value of this deemed claim was approximately $1.7 billion.

(2)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing or facility agreement and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim. See Note 2 to American's Consolidated Financial Statements in Part II, Item 8B for further information.

(3)

Pursuant to the Plan, the Debtors agreed to allow certain post-petition unsecured claims on obligations. As a result, during the year ended December 31, 2013, American recorded reorganization charges to adjust estimated allowed claim amounts previously recorded on rejected special facility revenue bonds of $180 million, allowed general unsecured claims related to the 1990 and 1994 series of special facility revenue bonds that financed certain improvements at JFK and rejected bonds that financed certain improvements at ORD, which are included in the table above.

(4)	The Plan allows unsecured creditors receiving Preferred Stock a conversion discount of 3.5%. Accordingly, American recorded the fair value of such discount upon the confirmation of the Plan by the Bankruptcy Court.

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•

Mainline passenger revenues increased 4.4% to $18.7 billion in 2012 as compared to $17.9 billion in 2011. The benefits of the strong demand environment were offset in part by labor related operational disruptions and disruptions associated with Hurricane Sandy and the early November snowstorm in the Northeast United States, which had an estimated impact on the Company's 2012 passenger revenues of $120 million and $65 million, respectively. Mainline RPMs decreased 0.1%, as mainline capacity, as measured by ASMs, decreased 1.1% resulting in a 0.9 point increase in load factor to 82.8%. Mainline passenger yield increased 4.5% to 14.83 cents in 2012 from 14.19 cents in 2011. Mainline PRASM increased 5.6% to 12.28 cents in 2012 from 11.63 cents in 2011.

•

Regional passenger revenues were $2.9 billion in 2012 as compared to $2.7 billion in 2011, an increase of $190 million or 7.0%. Regional RPMs increased 3.2%, as regional capacity, as measured by ASMs increased 0.7% resulting in a 1.9 point increase in load factor. Regional passenger yield increased 3.6% to 28.53 cents in 2012 from 27.53 cents in 2011. Regional PRASM increased 6.1% to 21.43 cents in 2012 from 20.19 cents in 2011.

•	Cargo revenues were $675 million in 2012, a decrease of $34 million, or 4.8%, primarily as a result of decreased freight and mail traffic and yields.

•	Other revenues were $2.5 billion in 2012, a decrease of $84 million, or 3.3%, primarily due to decreased revenue associated with the sale of mileage credits in the AAdvantage frequent flyer program and decreases in certain passenger service charge volumes and fees.

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(1)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing or facility agreement and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim. See Note 2 to American's Consolidated Financial Statements in Part II, Item 8B for further information.

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(1)	Our restricted cash and short-term investments related primarily to collateral held to support projected workers compensation obligations.

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(1)	With respect to spare parts, one physical appraisal and one desktop appraisal are required in each fiscal year.

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*	The credit agency does not rate this category for the respective entity.

(1)	These amounts are net of purchase deposits currently held by the manufacturers and include all commitments for regional aircraft. American has granted Boeing a security interest in American's purchase deposits with Boeing. The Company's purchase deposits totaled $1.1 billion as of December 31, 2013.

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(1)	Excludes $26 million of unamortized debt discount as of December 31, 2013.

(2)	For variable-rate debt, future interest obligations are estimated using the current rate at December 31, 2013.

(3)

Certain special facility revenue bonds issued by municipalities—which are supported by operating leases executed by American or US Airways—are guaranteed by AAG, US Airways Group, American and/or US Airways. The special facility revenue bonds with mandatory tender provisions discussed above are included in this table based on lease payment terms rather than their mandatory tender provision date. See Note 9 to AAG's Consolidated Financial Statements in Part II, Item 8A for additional information.

(4)	See Note 8 to AAG's Consolidated Financial Statements in Part II, Item 8A for additional information about the Company's obligations.

(5)	Represents minimum payments under capacity purchase agreements with the Company's third-party regional carriers. These commitments are estimates of costs based on assumed minimum levels of flying under the capacity purchase agreements and our actual payments could differ materially. See Note 8 to AAG's Consolidated Financial Statements in Part II, Item 8A for additional information.

(6)

Includes noncancelable commitments to purchase goods or services, primarily information technology related support. The Company has made estimates as to the timing of certain payments primarily for construction related costs. The actual timing of payments may vary from these estimates. Substantially all of the Company's purchase orders issued for other purchases in the ordinary course of business contain a 30-day cancellation clause that allows the Company to cancel an order with 30 days notice.

(7)	Includes minimum pension contributions based on actuarially determined estimates and other postretirement benefit payments based on estimated payments through 2023. See Note 13 to AAG's Consolidated Financial Statements in Part II, Item 8A.

(8)	Total contractual obligations do not include long-term contracts that represent a variable expense (based on levels of operation) or where short-term cancellation provisions exist.

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(1)	Amounts represent contractual amounts due.

(2)	For variable-rate debt, future interest obligations are estimated using the current rate at December 31, 2013.

(3)

Certain special facility revenue bonds issued by municipalities—which are supported by operating leases executed by American—are guaranteed by AAG and/or American. The special facility revenue bonds with mandatory tender provisions discussed above are included in this table based on lease payment terms rather than their mandatory tender provision date. See Note 8 to American's Consolidated Financial Statements in Part II, Item 8B for additional information.

(4)	See Note 7 to American's Consolidated Financial Statements in Part II, Item 8B for additional information about American's obligations.

(5)	Represents minimum payments under capacity purchase agreements with American's third-party regional carriers. These commitments are estimates of costs based on assumed minimum levels of flying under the capacity purchase agreements and our actual payments could differ materially. See Note 7 to American's Consolidated Financial Statements in Part II, Item 8B for additional information.

(6)

Includes noncancelable commitments to purchase goods or services, primarily information technology related support. American has made estimates as to the timing of certain payments primarily for construction related costs. The actual timing of payments may vary from these estimates. Substantially all of American's purchase orders issued for other purchases in the ordinary course of business contain a 30-day cancellation clause that allows American to cancel an order with 30 days notice.

(7)	Includes minimum pension contributions based on actuarially determined estimates and other postretirement benefit payments based on estimated payments through 2023. See Note 12 to American's Consolidated Financial Statements in Part II, Item 8B.

(8)	Total contractual obligations do not include long-term contracts that represent a variable expense (based on levels of operation) or where short-term cancellation provisions exist.

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(1)

When establishing our discount rate to measure our obligations, we match high quality corporate bonds available in the marketplace whose cash flows approximate our projected benefit disbursements. Lowering the discount rate by 50 basis points as of December 31, 2013 would increase our pension and postretirement benefits obligations by approximately $1.1 billion and $55 million, respectively, and increase (decrease) estimated 2014 pension and postretirement benefit expense by $4 million and $3 million, respectively.

(2)

The expected return on plan assets is based upon an evaluation of our historical trends and experience taking into account current and expected market conditions and our target asset allocation of 31% longer duration corporate and U.S. government/agency bonds, 31% U.S. value stocks, 19% developed international stocks, 10% emerging markets stocks and bonds and 9% alternative (private) investments. The expected return on plan assets component of our net periodic benefit cost is calculated based on the fair value of plan assets and our target asset allocation. We monitor our actual asset allocation and believe that our long-term asset allocation will continue to approximate our target allocation. Our historical annualized ten-year rate of return on plan assets, calculated using a geometric compounding of monthly returns, is approximately 8.9% as of December 31, 2013. Lowering the expected long-term rate of return on plan assets by 50 basis points as of December 31, 2013 would increase estimated 2014 pension expense by approximately $50 million.

(3)	The health care cost trend rate is based upon an evaluation of our historical trends and experience taking into account current and expected market conditions. Increasing the assumed health care cost trend rate by 100 basis points would increase estimated 2014 postretirement benefits expense by $2 million.

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•	all secured claims against the Debtors have been reinstated;

•	allowed administrative claims, priority claims and convenience claims have been or will be paid in full in cash;

•	other holders of allowed pre-petition unsecured claims, holders of allowed interests and certain employees of AMR received or will receive 72% of AAG Common Stock (on a fully converted basis) authorized to be issued pursuant to the Plan and in connection with the Merger under the following provisions:

◦

all creditors holding general unsecured claims against American that are guaranteed by AAG and general unsecured claims against AAG that are guaranteed by American (Double-Dip Unsecured Claims) were treated the same under the Plan. Holders of Double-Dip Unsecured Claims received, at the Effective Date, their recovery in shares of AAG Series A Preferred Stock with a stated amount equal to the allowed amount of their claims, including post-petition interest at the non-default rate;

◦

all creditors holding Single-Dip Unsecured Claims were treated the same regardless of whether the claim was asserted against the AAG Debtors, the American Debtors, or other Debtors. As used herein, "Single-Dip Unsecured Claims" means the general unsecured claims against the Debtors that are not guaranteed by any other Debtor, other than the claims of the Debtors' labor unions representing mainline workers. Holders of Single-Dip Unsecured Claims received, at the Effective Date, a portion of their recovery in shares of AAG Series A Preferred Stock and a right, subject to the trading price of the Company's common stock during the 120 day period after the Effective Date, to receive their remaining recovery in shares of AAG Common Stock 120 days after the Effective Date;

◦

holders of certain labor-related deemed claims and certain non-management, non-union employees as specified in the Plan received, at the Effective Date, the right to receive an allocation of shares of AAG Common Stock representing 23.6% of the total number of shares of AAG Common Stock ultimately distributed to holders of pre-petition general unsecured creditors against the Debtors. On the Effective Date, pursuant to the Plan, an initial allocation of approximately 39 million shares of AAG Common Stock was made related to these labor and employee groups, of which approximately 27 million shares were distributed on the Effective Date and approximately 13 million shares of which were withheld in connection with the Company making a cash payment of approximately $300 million for certain required withholding taxes;

◦

holders of allowed interests in AMR (primarily holders of AMR common stock existing immediately prior to the Effective Date) received, at the Effective Date, a distribution of approximately 26 million shares of AAG Common Stock representing 3.5% of the total number of shares of AAG Common Stock contemplated for issuance pursuant to the Plan and, will receive additional shares of AAG Common Stock if, among other considerations, the trading price of the Company's common stock at various points during the 120 day period after the Effective Date provides for a full recovery to claimholders and other allowed priority interests; and

◦

holders of disputed claims at the Effective Date, to the extent such disputed claims become allowed Single-Dip Unsecured Claims after the Effective Date, are eligible to receive shares of AAG Common Stock held in reserve (Disputed Claims Reserve), beginning after 120 days after the Effective Date. Disputed claimholders that subsequently become Single-Dip Unsecured Claimholders will receive, subject to the availability of sufficient shares in the Disputed Claims Reserve, the number of shares of AAG Common Stock that the Disputed claimholder would have received had such claimholder been a Single-Dip Unsecured Claimholder as of the Effective Date.

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•	$385 million in cash to the Pension plans in connection with missed contributions to the pension plans during Chapter 11 and interest and penalty interest thereon;

•	$105 million to holders in partial or full satisfaction of their claims, including to holders of administrative claims, and state and local priority tax claims;

•	$196 million in cure payments to holders of secured debt; and

•	Approximately $300 million for payroll taxes associated with equity distributions to employees.

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(1)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreements when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.

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(2)

Pursuant to the Plan, the Debtors agreed to allow certain post-petition unsecured claims on obligations. As a result, during the year ended December 31, 2013, the Company recorded reorganization charges to adjust estimated allowed claim amounts previously recorded on rejected special facility revenue bonds of $180 million, allowed general unsecured claims related to the 1990 and 1994 series of special facility revenue bonds that financed certain improvements at JFK and rejected bonds that financed certain improvements at ORD, which are included in the table above.

(3)	The Plan allows unsecured creditors receiving AAG Series A Preferred Stock a conversion discount of 3.5%. Accordingly, the Company recorded the fair value of such discount upon the confirmation of the Plan by the Bankruptcy Court.

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•	Reclassifications between various operating income line items to conform the presentation of Cargo and Other revenues.

•	Reclassifications between various operating expense line items to conform the presentation of regional airline expenses.

•	Reclassifications between other nonoperating income (expense), net and operating expenses to conform the presentation of foreign currency gains and losses.

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(1)	Consists primarily of impairment charges to write-down certain Boeing 757 aircraft and certain related long-lived assets to their estimated fair value in connection with reclassification of these assets to held for sale.

(2)

Consists primarily of a $107 million fair value adjustment to the pilot long-term disability plan and a $43 million charge to benefits expense due to a reorganization related increase in workers' compensation claims in the applicable period including adverse developments on older claims. Charges in 2012 are in connection with voluntary and involuntary employee separations from the Company and were paid through the end of 2013.

(3)

Employee related expenses primarily consist of a $192 million charge resulting from the US Airways Group pilot MOU that became effective upon consummation of the Merger, $58 million in severance to satisfy certain separation agreements resulting from the Merger and professional fees and $56 million related to equity awards granted in connection with the Merger, partially offset by the cancellation of equity awards in connection with the Merger.

(4)	Recognition of a $67 million gain on the sale of slots at LaGuardia and Ronald Regan Washington National Airport as part of the settlement reached with the Department of Justice.

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(1)	Unrealized gains or losses on short-term investments, restricted cash and short-term investments and derivatives qualifying for hedge accounting are recorded in Accumulated other comprehensive income (loss) at each measurement date.

(2)	The Company's short-term investments mature in one year or less except for $250 million of Bank notes/Certificates of deposit/Time deposits, $511 million of U.S. Government agency investments and $2.1 billion of Corporate obligations.

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(1)	These amounts are net of purchase deposits currently held by the manufacturers. The Company's purchase deposits totaled $1.1 billion as of December 31, 2013. American has granted Boeing a security interest in American's purchase deposits with Boeing.

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(1)

Represents minimum payments under capacity purchase agreements with third-party regional carriers. These commitments are estimates of costs based on assumed minimum levels of flying under the capacity purchase agreements and our actual payments could differ materially. These obligations also include the portion of the Company's future obligations related to aircraft deemed to be leased in the amount of approximately $317 million in 2014, $289 million in 2015, $220 million in 2016, $186 million in 2017, $143 million in 2018 and $261 million in 2019 and thereafter.

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(1)	With respect to spare parts, one physical appraisal and one desktop appraisal are required in each fiscal year.

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(1)	Fuel derivative assets are included in Fuel derivative contracts on the accompanying Consolidated Balance Sheets.

(2)	Fuel derivative liabilities are included in Accrued liabilities on the accompanying Consolidated Balance Sheets.

(3)	As of December 31, 2013, the Company had posted cash collateral of an immaterial amount.

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a)	Holdings are diversified as follows: 19% United Kingdom, 10% Japan, 11% France, 7% Switzerland, 6% Germany, 5% Netherlands, 6% Republic of Korea, 15% emerging markets and the remaining 21% with no concentration greater than 5% in any one country.

b)	There are no significant concentrations of holdings by company or industry.

c)	Includes approximately 76% investments in corporate debt with a Standard and Poor's (S&P) rating lower than A and 24% investments in corporate debt with an S&P rating A or higher. Holdings include 80% U.S. companies, 17% international companies and 3% emerging market companies.

d)	Includes approximately 72% investments in U.S. domestic government securities and 28% in emerging market government securities. There are no significant foreign currency risks within this classification.

e)

Includes limited partnerships that invest primarily in U.S. (92%) and European (8%) buyout opportunities of a range of privately held companies. The Master Trust does not have the right to redeem its limited partnership investment at its net asset value. Instead, the Master Trust receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next one to ten years. Additionally, the Master Trust has future funding commitments of approximately $376 million over the next ten years.

f)	Investment includes 74% in an emerging market 103-12 investment trust with investments in emerging country equity securities, 14% in Canadian segregated balanced value, income growth and diversified pooled funds and 12% in a common/

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g)	Investment includes mutual funds invested 49% in equity securities of large-cap, mid-cap and small-cap US companies, 30% in US treasuries and corporate bonds and 21% in equity securities of international companies.

a)	Holdings are diversified as follows: 20% United Kingdom, 9% Japan, 9% France, 8% Switzerland, 8% Germany, 5% Netherlands, 5% Republic of Korea, 15% emerging markets and the remaining 21% with no concentration greater than 5% in any one country.

b)	There are no significant concentrations of holdings by company or industry.

c)	Includes approximately 79% investments in corporate debt with a Standard and Poor's (S&P) rating lower than A and 21% investments in corporate debt with an S&P rating A or higher. Holdings include 81% U.S. companies, 16% international companies and 3% emerging market companies.

d)	Includes approximately 88% investments in U.S. domestic government securities and 12% in emerging market government securities. There are no significant foreign currency risks within this classification.

e)

Includes limited partnerships that invest primarily in U.S. (92%) and European (8%) buyout opportunities of a range of privately held companies. The Master Trust does not have the right to redeem its limited partnership investment at its net asset value. Instead, the Master Trust receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next one to ten years. Additionally, the Master Trust has future funding commitments of approximately $331 million over the next ten years.

f)

Investment includes 74% in an emerging market 103-12 investment trust with investments in emerging country equity securities, 14% in Canadian segregated balanced value, income growth and diversified pooled funds and 12% in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. Requests for withdrawals must meet specific requirements with advance notice of redemption preferred.

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(2)

The Company’s weighted average diluted shares outstanding for all quarters presented include the weighted effect of shares outstanding for both the pre and post-merger periods. The shares outstanding for the pre-merger periods (January 1, 2012 through December 8, 2013) consist only of the AMR common stock formerly traded under the symbol: "AAMRQ". In accordance with GAAP, these former AAMRQ shares have been adjusted for all periods presented to retrospectively reflect the two initial distributions made to date pursuant to the Company’s Plan, whereby holders of AAMRQ received shares of AAG Common Stock on the Effective Date, January 9, 2014 and February 10, 2014. The shares outstanding for the 23 day post-merger period (December 9, 2013 through December 31, 2013) include the full amount of shares to be issued pursuant to the Plan over the 120 day distribution period adjusted for the approximate 13 million shares withheld by the Company in satisfaction of employee tax obligations.

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(1)	The year ended December 31, 2013 does not include the impact of post-petition interest recorded in first quarter of 2013. If such amounts were included, results would have been anti-dilutive and conversion would not have been assumed.

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•	all secured claims against the Debtors have been reinstated;

•	allowed administrative claims, priority claims and convenience claims have been or will be paid in full in cash;

•	other holders of allowed pre-petition unsecured claims, holders of allowed interests and certain employees of AMR received or will receive 72% of AAG Common Stock (on a fully converted basis) authorized to be issued pursuant to the Plan and in connection with the Merger under the following provisions:

◦

all creditors holding general unsecured claims against American that are guaranteed by AAG and general unsecured claims against AAG that are guaranteed by American (Double-Dip Unsecured Claims) were treated the same under the Plan. Holders of Double-Dip Unsecured Claims received, at the Effective Date, their recovery in shares of AAG Series A Preferred Stock with a stated amount equal to the allowed amount of their claims, including post-petition interest at the non-default rate;

◦

all creditors holding Single-Dip Unsecured Claims were treated the same regardless of whether the claim was asserted against the AAG Debtors, the American Debtors, or other Debtors. As used herein, "Single-Dip Unsecured Claims" means the general unsecured claims against the Debtors that are not guaranteed by any other Debtor, other than the claims of the Debtors' labor unions. Holders of Single-Dip Unsecured Claims received, at the Effective Date, a portion of their recovery in shares of AAG Series A Preferred Stock and a right, subject to the trading price of the Company's common stock during the 120 day period after the Effective Date, to receive their remaining recovery in shares of AAG Common Stock 120 days after the Effective Date;

◦

holders of certain labor-related deemed claims and certain non-management, non-union employees as specified in the Plan received, at the Effective Date, the right to receive an allocation of shares of AAG Common Stock representing 23.6% of the total number of shares of AAG Common Stock ultimately distributed to holders of pre-petition general unsecured creditors against the Debtors. On the Effective Date, pursuant to the Plan, an initial allocation of approximately 39 million shares of AAG Common Stock was made related to these labor and employee groups, of which approximately 27 million shares were distributed on the Effective Date and approximately 13 million shares of which were withheld in connection with the Company making a cash payment of approximately $300 million for certain required withholding taxes;

◦

holders of allowed interests in AMR Corporation (primarily holders of AMR Corporation common stock existing immediately prior to the Effective Date) received, at the Effective Date, a distribution of approximately 26 million shares of AAG Common Stock representing 3.5% of the total number of shares of AAG Common Stock contemplated for issuance pursuant to the Plan and, will receive additional shares of AAG Common Stock if, among other considerations, the trading price of the Company's common stock at various points during the 120 day period after the Effective Date provides for a full recovery to claimholders and other allowed priority interests; and

◦

holders of disputed claims at the Effective Date, to the extent such disputed claims become allowed Single-Dip Unsecured Claims after the Effective Date, are eligible to receive shares of AAG Common Stock held in reserve (Disputed Claims Reserve), beginning after 120 days after the Effective Date. Disputed claimholders that subsequently become Single-Dip Unsecured Claimholders will receive, subject to the availability of sufficient shares in the Disputed Claims Reserve, the number of shares of AAG Common Stock that the Disputed claimholder would have received had such claimholder been a Single-Dip Unsecured Claimholder as of the Effective Date.

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•	$385 million in cash to the Pension plans in connection with missed contributions to the pension plans during Chapter 11 and interest and penalty interest thereon;

•	$105 million to holders in partial or full satisfaction of their claims, including to holders of administrative claims, and state and local priority tax claims;

•	$196 million in cure payments to holders of secured debt; and

•	Approximately $300 million for payroll taxes associated with equity distributions to employees

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(1)	As a result of the modifications to the retirement benefits as discussed in Note 12 to American's Consolidated Financial Statements, a portion of the pension and postretirement benefits liability, primarily relating to retiree medical and other benefits, was classified as liabilities subject to compromise.

(1)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. American recorded an estimated claim associated with the rejection or modification of a financing or facility agreements when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.

(2)

Pursuant to the Plan, the Debtors agreed to allow certain post-petition unsecured claims on obligations. As a result, during the year ended December 31, 2013, American recorded reorganization charges to adjust estimated allowed claim amounts previously recorded on rejected special facility revenue bonds of $180 million, allowed general unsecured claims related to the 1990 and 1994 series of special facility revenue bonds that financed certain improvements at JFK and rejected bonds that financed certain improvements at ORD, which are included in the table above.

(3)	The Plan allows unsecured creditors receiving Preferred Stock a conversion discount of 3.5%. Accordingly, American recorded the fair value of such discount upon the confirmation of the Plan by the Bankruptcy Court.

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•	Reclassifications between various operating income line items to confirm the presentation of Cargo and Other revenues.

•	Reclassifications between various operating expense line items to conform the presentation of regional airline expenses.

•	Reclassifications between other nonoperating income (expense), net and operating expenses to conform the presentation of foreign currency gains and losses.

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(1)	Consists primarily of impairment charges to write-down certain Boeing 757 aircraft and certain related long-lived assets to their estimated fair value in connection with reclassification of these assets to held for sale.

(2)

Consists primarily of charges resulting from a $107 million fair value adjustment to the pilot long-term disability plan and a $43 million charge to benefits expense due to a reorganization related increase in workers' compensation claims in the applicable period including adverse developments on older claims. Charges in 2012 are in connection with voluntary and involuntary employee separations from American and were paid through the end of 2013.

(3)	Employee related expenses consist of $47 million in severance to satisfy certain separation agreements resulting from the Merger and professional fees and $56 million related to equity awards granted in connection with the Merger, partially offset by the cancellation of equity awards in connection with the Merger.

(4)	Recognition of a $67 million gain on the sale of slots at LaGuardia and Ronald Regan Washington National Airport as part of the settlement reached with the Department of Justice.

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(1)	Unrealized gains or losses on short-term investments, restricted cash and short-term investments and derivatives qualifying for hedge accounting are recorded in Accumulated other comprehensive income (loss) at each measurement date.

(2)	American's short-term investments mature in one year or less except for $250 million of Bank notes/Certificates of deposit/Time deposits, $511 million of U.S. Government agency investments and $2.1 billion of Corporate obligations.

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(1)	These amounts are net of purchase deposits currently held by the manufacturers. American's purchase deposits totaled $847 million as of December 31, 2013. American has granted Boeing a security interest in American's purchase deposits with Boeing.

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(1)	Represents minimum payments under capacity purchase agreements with third-party regional carriers. These commitments are estimates of costs based on assumed minimum levels of flying under the capacity purchase agreements and our actual payments could differ materially.

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(1)	Fuel derivative assets are included in Fuel derivative contracts on American's Consolidated Balance Sheets.

(2)	Fuel derivative liabilities are included in Accrued liabilities on American's Consolidated Balance Sheets.

(3)	As of December 31, 2013, American had posted cash collateral of an immaterial amount.

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a)	Holdings are diversified as follows: 19% United Kingdom, 10% Japan, 11% France, 7% Switzerland, 6% Germany, 5% Netherlands, 6% Republic of Korea, 15% emerging markets and the remaining 21% with no concentration greater than 5% in any one country.

b)	There are no significant concentrations of holdings by company or industry.

c)	Includes approximately 76% investments in corporate debt with a Standard and Poor’s (S&P) rating lower than A and 24% investments in corporate debt with an S&P rating A or higher. Holdings include 80% U.S. companies, 17% international companies and 3% emerging market companies.

d)	Includes approximately 72% investments in U.S. domestic government securities and 28% in emerging market government securities. There are no significant foreign currency risks within this classification.

e)

Includes limited partnerships that invest primarily in U.S. (92%) and European (8%) buyout opportunities of a range of privately held companies. The Master Trust does not have the right to redeem its limited partnership investment at its net asset value. Instead, the Master Trust receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next one to ten years. Additionally, the Master Trust has future funding commitments of approximately $376 million over the next ten years.

f)

Investment includes 74% in an emerging market 103-12 investment trust with investments in emerging country equity securities, 14% in Canadian segregated balanced value, income growth and diversified pooled funds and 12% in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. Requests for withdrawals must meet specific requirements with advance notice of redemption preferred.

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a)	Holdings are diversified as follows: 20% United Kingdom, 9% Japan, 9% France, 8% Switzerland, 8% Germany, 5% Netherlands, 5% Republic of Korea, 15% emerging markets and the remaining 21% with no concentration greater than 5% in any one country.

b)	There are no significant concentrations of holdings by company or industry.

c)	Includes approximately 79% investments in corporate debt with a Standard and Poor’s (S&P) rating lower than A and 21% investments in corporate debt with an S&P rating A or higher. Holdings include 81% U.S. companies, 16% international companies and 3% emerging market companies.

d)	Includes approximately 88% investments in U.S. domestic government securities and 12% in emerging market government securities. There are no significant foreign currency risks within this classification.

e)

Includes limited partnerships that invest primarily in U.S. (92%) and European (8%) buyout opportunities of a range of privately held companies. The Master Trust does not have the right to redeem its limited partnership investment at its net asset value. Instead, the Master Trust receives distributions as the underlying assets are liquidated. It is estimated that the underlying assets of these funds will be gradually liquidated over the next one to ten years. Additionally, the Master Trust has future funding commitments of approximately $331 million over the next ten years.

f)

Investment includes 74% in an emerging market 103-12 investment trust with investments in emerging country equity securities, 14% in Canadian segregated balanced value, income growth and diversified pooled funds and 12% in a common/collective trust investing in securities of smaller companies located outside the U.S., including developing markets. Requests for withdrawals must meet specific requirements with advance notice of redemption preferred.

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•	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of AAG or American, respectively;

•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of AAG or American are being made only in accordance with authorizations of management and directors of AAG or American, respectively; and

•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of AAG’s or America’s assets that could have a material effect on the financial statements.

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Exhibit 3.3

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

AMERICAN AIRLINES, INC.

 

 

PURSUANT TO SECTIONS 242, 245 AND 303 OF THE

DELAWARE GENERAL CORPORATION LAW

 

 

American Airlines, Inc., (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended, the “DGCL”), does hereby certify as follows:

1. The name of the Corporation is American Airlines, Inc. The original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on April 11, 1934.

2. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242, 245 and 303 of the DGCL and is being filed as required by that certain Joint Chapter 11 Plan of Reorganization of the Corporation, which was confirmed by order of the United States Bankruptcy Court for the Southern District of New York pursuant to Chapter 11 of the United States Bankruptcy Code on October 21, 2013. This Amended and Restated Certificate of Incorporation restates, integrates, amends and supersedes the provisions of the Restated Certificate of Incorporation of the Corporation, as heretofore amended or supplemented.

3. The text of the Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

The name of the corporation is American Airlines, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

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ARTICLE III

The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.

ARTICLE IV

The aggregate number of shares that this Corporation shall have authority to issue is 1,000 shares of capital stock all of which shall be designated “Common Stock,” each having a par value of $1.00 per share.

ARTICLE V

No Director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or modification of this Article V shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

ARTICLE VI

(a) Right of Indemnification. The Corporation shall indemnify its Directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a Director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any Director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation (the “Board”). The right to indemnification conferred by this Article VI shall include, subject to applicable law, the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.

(b) Prepayment of Expenses. Subject to applicable law, the Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VI to Directors and officers of the Corporation.

(c) Nonexclusivity of Rights. The rights to indemnification and to the advance of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the bylaws, any statute, agreement, vote of stockholders or disinterested Directors or otherwise.

 

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(d) Repeal or Modification. Any repeal or modification of this Article VI shall not adversely affect any rights to indemnification and to the advancement of expenses of a Director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE VII

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.

ARTICLE VIII

In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board, but any bylaws adopted by the Board may be amended or repealed by the stockholders entitled to vote thereon. Election of Directors need not be by written ballot.

ARTICLE IX

The number of Directors of the Corporation shall be fixed from time to time as provided in the bylaws.

ARTICLE X

In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the General Corporation Law of the State of Delaware, this Certificate of Incorporation and the bylaws of the Corporation.

ARTICLE XI

The Corporation shall not issue nonvoting equity securities to the extent prohibited by Section 1123(a)(6) of the United States Bankruptcy Code for so long as such section is in effect and applicable to the Corporation.

ARTICLE XII

The Corporation hereby elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

 

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf on this 9th day of December, 2013.

 

SIGNATURE PAGE TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN AIRLINES, INC.

Exhibit 3.4

AMENDED AND RESTATED BYLAWS

OF

AMERICAN AIRLINES, INC.

(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1. Annual Meetings. The annual meeting of stockholders of American Airlines, Inc., a Delaware corporation (the “Corporation”), for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board”) shall determine.

SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the Directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder not less than 10 days nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

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The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTION 5. Quorum. Except as otherwise provided by law or the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence, the Vice-Chairman, if any, or if none or in the Vice-Chairman’s absence, the President, if any, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary, or in the Secretary’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7. Voting; Proxies; Required Vote. (a) At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to the bylaws of the Corporation (these “Bylaws”). Unless otherwise required by law or the Certificate of Incorporation, the election of Directors shall be by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

(b) Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the

 

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taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

(c) Where a separate vote by a class or classes, present in person or represented by proxy, shall constitute a quorum entitled to vote on that matter, the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class, unless otherwise provided in the Certificate of Incorporation.

SECTION 8. Inspectors. The Board, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board.

SECTION 2. Qualification; Number; Term; Remuneration. (a) Each Director shall be at least 18 years of age. A Director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of Directors constituting the entire Board shall be one, or such larger number as may be fixed from time to time by action of the stockholders or Board, one of whom may be selected by the Board to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of Directors which the Corporation would have if there were no vacancies.

(b) Directors who are elected at an annual meeting of stockholders, and Directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until

 

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their successors are elected and qualified or until their earlier death, resignation or removal.

(c) Directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

SECTION 4. Places of Meetings. Meetings of the Board may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board, or as may be specified in the notice of meeting.

SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6. Regular Meetings. Regular meetings of the Board shall be held at such times and places as the Board shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board held at times and places fixed by resolution of the Board.

SECTION 7. Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Board, the President or by a majority of the Directors then in office.

SECTION 8. Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board shall be given to each Director by mailing the same at least two days before the special meeting, or by telephoning or emailing the same or by delivering the same personally not later than the day before the day of the meeting.

SECTION 9. Organization. At all meetings of the Board, the Chairman, if any, or if none or in the Chairman’s absence or inability to act, the President who is a member of the Board, or in the President’s absence or inability to act, a chairman chosen by the Directors, shall preside. The Secretary shall act as secretary at all meetings of the

 

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Board when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10. Resignation. Any Director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the Directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of Directors.

SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of Directors or otherwise, may be filled by the affirmative vote of a majority of the remaining Directors, although less than a quorum, or by a sole remaining Director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of Directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all the Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.

ARTICLE III

Committees

SECTION 1. Appointment. From time to time the Board by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board in the resolution of appointment.

SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings and actions taken by a committee shall be reported to the Board.

SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

 

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SECTION 4. Term; Termination. In the event any person shall cease to be a Director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board.

ARTICLE IV

Officers

SECTION 1. Election and Qualifications. The Board shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board or the President. Any two or more offices may be held by the same person.

SECTION 2. Term of Office and Remuneration. Each officer of the Corporation shall hold office until such officer’s respective successor is elected and qualified or until such officer’s earlier death, resignation or removal, but any officer may be removed from office, either with or without cause, at any time by the Board. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board. The remuneration of all officers of the Corporation may be fixed by the Board or in such manner as the Board shall provide.

SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board.

SECTION 4. Chairman of the Board. The Chairman of the Board, if there be one, shall preside at all meetings of the Board and shall have such other powers and duties as may from time to time be assigned by the Board.

SECTION 5. President. The President shall have such duties as customarily pertain to that office. The President shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and employees, other than officers referred to in Section 1 of this Article IV; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6. Vice-President. A Vice-President, if any, may execute and deliver in the name of the Corporation contracts and other obligations and instruments

 

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pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board or the President.

SECTION 7. Treasurer. The Treasurer, if any, shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board or the President.

SECTION 8. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board or the President.

SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3. Fixing Date for Determination of Stockholders of Record. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date shall not be more than 60 days nor less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

 

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(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

ARTICLE VI

Certificates Representing Stock

SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it

 

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may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

SECTION 4. Rules and Regulations. The Board shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 5. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends,

 

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or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board shall think conducive to the interest of the Corporation, and the Board may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of Director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board. Unless otherwise fixed by the Board, the fiscal year of the Corporation shall be the calendar year.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

 

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ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board, the President or any person designated by the President, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of the President, or other person so designated by the President.

SECTION 2. Contracts. The Board may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders (or other equivalent body) of any company in which the Corporation may hold stock or other equity, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board, from time to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The Board may appoint the President or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Indemnification

SECTION 1. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article XIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a Director or officer of the Corporation, or is or was a Director or officer of the Corporation serving at

 

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the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.

SECTION 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article XIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director or officer of the Corporation, or is or was a Director or officer of the Corporation serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3. Authorization of Indemnification. Any indemnification under this Article XIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former Director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article XIII, as the case may be. Such determination shall be made, with respect to a person who is a Director or officer at the time of such determination, (i) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such Directors designated by a majority vote of such Directors, even though less than a quorum, or (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders. Such determination shall be made, with respect to former Directors and

 

12

---

officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former Director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

SECTION 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article XIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person's conduct was unlawful, if such person's action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or officers of another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article XIII, as the case may be.

SECTION 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article XIII, and notwithstanding the absence of any determination thereunder, any Director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article XIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article XIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article XIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the Director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

SECTION 6. Expenses Payable in Advance. Subject to applicable law, expenses (including attorneys' fees) incurred by a Director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon

 

13

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receipt of an undertaking by or on behalf of such Director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Subject to applicable law, such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

SECTION 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article XIII shall be made to the fullest extent permitted by law. The provisions of this Article XIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article XIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

SECTION 8. Insurance. To the extent any such person is not otherwise covered by an insurance policy maintained by a direct or indirect parent of the Corporation, the Corporation shall purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Corporation, or is or was a Director or officer of the Corporation serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article XIII.

SECTION 9. Certain Definitions. For purposes of this Article XIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors or officers, so that any person who is or was a Director or officer of such constituent corporation, or is or was a Director or officer of such constituent corporation serving at the request of such constituent corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article XIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article XIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a Director, officer, employee or agent. For purposes of this Article XIII, references to

 

14

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“fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article XIII.

SECTION 10. Survival of lndemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article XIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 11. Limitation on Indemnification. Notwithstanding anything contained in this Article XIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article XIII), the Corporation shall not be obligated to indemnify any Director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of the Corporation.

SECTION 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article XIII to Directors and officers of the Corporation.

ARTICLE XIV

Amendments

The Board shall have power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board may be repealed or changed, and new bylaws made, by the stockholders, and the stockholders may prescribe that any bylaw made by them shall not be altered, amended or repealed by the Board.

* * * * *

[The Remainder of This Page Is Intentionally Left Blank.]

 

15

Exhibit 10.27

THIS DOCUMENT CONTAINS CONFIDENTIAL

PORTIONS THAT HAVE BEEN OMITTED AND

FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION PURSUANT TO A

REQUEST FOR CONFIDENTIAL TREATMENT

AMENDMENT NO. 3

to the

A320 Family Aircraft Purchase Agreement

made July 20, 2011

between

AIRBUS S.A.S.

and

AMERICAN AIRLINES, INC.

This Amendment No. 3 to the A320 Family Purchase Agreement made July 20, 2011 (as amended, supplemented or otherwise modified, hereinafter referred to as the “Amendment”), entered into as of November 20, 2013, by and between AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”), and AMERICAN AIRLINES, INC., a Delaware corporation having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, United States of America (the “Buyer”).

WITNESSETH:

WHEREAS, the Buyer and the Seller entered into an Airbus A320 Family Aircraft Purchase Agreement, made July 20, 2011, which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time is hereinafter called the “Agreement”.

WHEREAS, the Buyer and the Seller have agreed to modify certain terms relating to the NEO Engine Decision;

WHEREAS, the Buyer and the Seller have agreed to modify the model type of certain Aircraft as set forth in this Amendment;

WHEREAS, the Buyer and the Seller have agreed to modify certain terms relating to Leasing Documentation;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

 

Page 1

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The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

 

1	ENGINE SELECTION

 

1.1	Section 0 (Definitions) of the Agreement is hereby amended by adding the following quoted text in alphabetical order:

QUOTE

NEO Engine Decision – as defined in Clause 2.4.7(ii).

UNQUOTE

 

1.2	Clause 2.4.7(ii) of the Agreement is here by amended by deleting such clause in its entirety and replacing it with the following quoted text:

QUOTE

 

(ii)

A319 NEO Propulsion System, A320 NEO Propulsion System and A321 NEO Propulsion System by [*CTR] (the “NEO Engine Decision”).

UNQUOTE

 

1.3	The parenthetical in Paragraph 3.4.1(i) of Letter Agreement No. 5 is deleted in its entirety and replaced by the following quoted text:

QUOTE

(as such term is defined in Clause 2.4.7(ii) of the Agreement)

UNQUOTE

 

1.4	The phrase “this Paragraph 3.1(ii)” in Paragraph 3.4.1(ii) of Letter Agreement No. 5 is hereby amended by deleting such phrase in its entirety and replacing it with the following quoted text:

QUOTE

this Paragraph 3.4.1(ii)

UNQUOTE

 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Page 2

---

1.5	A new Paragraph 3.4.3 is added to Letter Agreement No. 5 to the Agreement with the following quoted text:

QUOTE

“3.4.3 NEO Engine Decision

3.4.3.1 [*CTR]

 

(i)

Pursuant to Clause 2.4.7(ii) of the Agreement, the Buyer has agreed to notify the Seller of its NEO Engine Decision by [*CTR]. If the Buyer notifies the Seller of the NEO Engine Decision by such date, the [*CTR].

 

(ii)

For any [*CTR],

 

(a)

[*CTR].

 

(b)

the payment schedule for unpaid Predelivery Payments with respect to such Aircraft will be adjusted to reflect [*CTR].

3.4.3.2 [*CTR]

If the Buyer fails to notify the Seller of its NEO Engine Decision by [*CTR], then the Seller may, upon written notice to the Buyer, [*CTR]

 

(i)

any A320 Family NEO Aircraft bearing CAC ID Nos. [*CTR]; and

 

(ii)

At any time and from time to time after [*CTR], for so long as Buyer shall not have notified the Seller of its NEO Engine Decision, any A320 Family NEO Aircraft that, as of such time has a [*CTR],

In each case, [*CTR].

3.4.3.3 [*CTR]

[*CTR]. Any Predelivery Payments previously received from the Buyer hereunder in respect of such Aircraft will be applied to the Predelivery Payment(s) that are next due under this Agreement. [*CTR].

UNQUOTE

 

2.	CONVERSION

 

2.1	[*CTR] pursuant to the terms of the Letter Agreement No. 5 to the Agreement, the Seller agrees to grant to the Buyer [*CTR] conversion right for each of the following Aircraft and the Buyer exercises such right as follows:

 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Page 3

---

(i)

[*CTR], and

 

(ii)

[*CTR].

 

3.	DELIVERY SCHEDULE

 

3.1

Schedule I to the Agreement is deleted in its entirety and replaced with the Schedule I attached hereto in Exhibit 1 which reflects (i) Scheduled Delivery Months that have been notified by the Seller to the Buyer as of the date of this Amendment, (ii) the conversions specified in Paragraph 2.1 above and (iii) the type conversion of the [*CTR].

 

4.	LEASING DOCUMENTATION

 

4.1	Letter Agreement No. 1 is hereby amended as follows:

(a) Section 1.3.4 of Letter Agreement No. 1 is deleted in its entirety and replaced with the following quoted text:

QUOTE

The Seller shall promptly notify the Buyer when the Seller has concluded an arrangement (either through an existing backlog of aircraft orders or a new order) (such arrangement, a “Third Party Purchase Agreement”) identifying aircraft qualifying as Leased Aircraft which are proposed to be the subject of a leasing transaction as contemplated by the Leasing Documentation. Following such notice, if the Seller delivers to the Buyer a Leasing Letter in the form of Exhibit E attached hereto (a “Leasing Letter”) executed by such Third Party Purchaser (such executed Leasing Letter, a “Third Party Agreement”), the Buyer agrees, that if

(x) the Buyer has received such Third Party Agreement by no later than

 

(i)

with respect to the Leased Aircraft bearing CAC No. [*CTR], if (1) any required Lessee Consent has been agreed with the relevant Third Party Purchaser, (2) an execution version of the Leasing Documentation has been agreed with AFS and (3) the necessary steps are taken in a timely manner (such as submitting the related trust agreement for review by Aeronautical Center Counsel at the FAA) to ensure a lease with an AFS Entity can be entered into on the delivery date, November 15, 2013 or, if requested by the Seller and agreed by the Buyer, on or before November 22, 2013; and

 

(ii)

with respect to any other such Leased Aircraft scheduled for Delivery through the [*CTR], the 30th day prior to the first day of the Scheduled Delivery Month therefor; and

 

(iii)

with respect to any such Leased Aircraft scheduled for Delivery after the [*CTR],

 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Page 4

---

the 45th day prior to the first day of the Scheduled Delivery Month therefor (each such date, the “Cut-off Date” for such Aircraft);

and (y) the Buyer reasonably determines at such time that such Third Party Purchaser (or the related Third Party Owner Participant, if applicable) would be qualified to act as “Owner Participant” under the Leasing Documentation, then within fifteen (15) days of receipt of such Third Party Agreement, the Buyer will countersign such Third Party Agreement.

Upon execution and delivery of a Leasing Letter by the Buyer with respect to such Leased Aircraft, the Predelivery Payments paid by the Buyer with respect to such Leased Aircraft shall be applied in accordance with the provisions of Paragraph 3.2 of Letter Agreement No. 3 to the Agreement.

UNQUOTE

(b) The second sentence of Section 7.1 of Letter Agreement No. 1 is amended by inserting at the end of such sentence the following quoted text:

QUOTE

; provided however, the Buyer hereby [*CTR].

UNQUOTE

 

4.2	The defined term [*CTR] contained in Exhibit G of Letter Agreement No. 1 is deleted in its entirety and replaced with the following quoted text:

QUOTE

[*CTR] provided by the principal New York City offices of each of the Reference Banks (as defined below) at approximately 11:00 A.M., New York City time, on the day that is two Business Days preceding the Delivery Date for such Leased Aircraft, and, for this purpose, [*CTR], is equivalent to USD-LIBOR-BBA (as defined below) for such Delivery Date [*CTR]. Seller will request the principal New York City office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for such Delivery Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for such Delivery Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by Seller, at approximately 11:00 A.M., New York City time, on such Delivery Date. For purposes of the foregoing:

UNQUOTE

 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Page 5

---

4.3	The Form of Trust Agreement attached as Exhibit B to Letter Agreement No. 1 is hereby amended as follows:

 

(i)

The introductory paragraph of the Form of Trust Agreement is hereby amended by deleting the word “the” before the defined term “Owner Participant”.

 

(ii)

The last sentence of Section 4.01 of the Form of Trust Agreement is hereby amended by deleting the word “the” before the term “Owner Participant”.

 

(iii)

The title to Article IX of the Form of Trust Agreement is hereby amended by adding “[or Removal][ftnt]” between the words “Resignation” and “of”, and the Table of Contents shall be accordingly updated to reflect such change.

 

 

[ftnt]

Insert if Owner Participant is not a Citizen of the United States.

 

(iv)

Article IX of the Form of Trust Agreement is hereby amended by inserting the following quoted language after Section 9.01 of the Form of Trust Agreement:

QUOTE

[Section 9.01 Resignation or Removal of Owner Trustee; Appointment of Successor.

(a) Resignation or Removal. Owner Trustee (i) shall resign if required to do so pursuant to Section 9.3 of the Participation Agreement and (ii) may resign at any time without cause by giving at least 60 days prior written notice to Owner Participant and Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b). In addition, subject to Article XII and subject to Section 6.2.2 of the Participation Agreement, Owner Participant may at any time remove Owner Trustee only for cause, subject to the regulatory limitation that Persons who are neither Citizens of the United States nor resident aliens may not hold more than 25 percent of the aggregate power to remove Owner Trustee; provided, that Owner Participant may remove Owner Trustee, with or without cause, at any time when the Aircraft is registered in a non-United States jurisdiction. For purposes of this Section, “for cause”, may include willful misconduct or gross negligence, but “for cause” shall not include the refusal of Owner Trustee to act or refrain from acting in a manner that (1) would violate the laws, regulations, court orders, or lawful directions of a government agency; (2) is outside the scope of Owner Trustee’s authority; (3) is contrary to its obligations under this Trust Agreement; or (4) is the subject of a mere disagreement between Owner Trustee and Owner Participant. Any such removal will be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b). In the case of the resignation or removal of Owner Trustee, subject to Article XII and subject to Section 6.2.2 of the Participation Agreement, Owner Participant may appoint a successor Owner Trustee by an instrument in writing signed by Owner Participant with the prior written consent of Lessee, such consent not to be unreasonably withheld;

 

Page 6

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provided that, if an Event of Default shall have occurred and be continuing, then no such prior written consent of Lessee shall be so required. If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee or Lessee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court.]^[Ftnt]

 

 

[Ftnt]

Insert this paragraph as Section 9.01(a) in place of the current Section 9.01(a) if the Owner Participant is not a Citizen of the United States.

UNQUOTE

 

(v)

Article XII of the Form of Trust Agreement is hereby amended by inserting the following quoted language after Section 12.01 of the Form of Trust Agreement:

QUOTE

[Section 12.01 Limitations on Control. Notwithstanding any other provision of this Trust Agreement, but subject to Sections 12.02 and 12.04, Owner Participant will have no rights or powers to direct, influence or control Owner Trustee in the performance of Owner Trustee’s duties under this Trust Agreement, including matters involving the ownership and operation of the Aircraft. Owner Trustee shall exercise its duties under this Trust Agreement in connection with matters involving the ownership and operation of the Aircraft, as Owner Trustee, in its discretion, shall deem necessary to protect the interests of the United States, notwithstanding any countervailing interest of any foreign power which, or whose citizens, may have a direct or indirect interest in Owner Participant, and any such action by Owner Trustee shall not be considered malfeasance or in breach of any obligation which Owner Trustee might otherwise have to Owner Participant; provided, however, that subject to the foregoing limitations, Owner Trustee shall exercise this discretion in all matters arising under this Trust Agreement, including the ownership and operation of the Aircraft, with due regard for the interests of Owner Participant. In exercising any of its rights and duties under this Trust Agreement in connection with matters which may arise not relating to the ownership and operation of the Aircraft, Owner Trustee shall be permitted to seek the advice of Owner Participant before taking, or refraining from taking, any action with respect thereto. To the extent that Owner Trustee takes any action or inaction in accordance with any written instruction and/or advice of Owner Participant given or in exercising its discretion under this Article XII, such action or inaction shall not be deemed to be gross negligence or willful misconduct. Owner Trustee shall notify Owner Participant of its exercise of rights

 

Page 7

---

and duties under this Trust Agreement in connection with matters involving the ownership and operation of the Aircraft.]^[ftnt]

 

[ftnt]

Insert this paragraph as Section 12.01 in place of the current Section 12.01 if the Owner Participant is not a Citizen of the United States.

UNQUOTE

 

(vi)

Article XII of the Form of Trust Agreement is hereby amended by inserting the following quoted language after Section 12.02 of the Form of Trust Agreement:

QUOTE

[Section 12.02 Discretion, Actions and Payments of Owner Trustee. Subject to the requirements of Section 12.01, Owner Trustee agrees that it will not, without the prior consent of Owner Participant, (a) sell, transfer, assign, lease, mortgage, pledge or otherwise dispose of the Aircraft or other assets held in the Trust Estate relating thereto or (b) amend or waive any rights under any Operative Document or Operating Agreement (other than a document over which Owner Trustee has the absolute and complete discretion established under Section 12.01 of this Trust Agreement), or give any consents under any Operative Documents except as expressly provided for herein. Notwithstanding any other provision of this Article XII, the grant of the rights of Owner Trustee set forth in Section 12.01 shall not extend to any other rights, powers or privileges in respect of the beneficial interest of Owner Participant in the Trust Estate, and Owner Participant (and not Owner Trustee) shall be entitled to receive from Owner Trustee or otherwise all payments of whatsoever kind and nature payable to Owner Participant pursuant to this Trust Agreement in the same manner as if the rights permitted to be exercised by Owner Trustee as described in Section 12.01 had not been transferred to Owner Trustee and held in trust hereunder.]^[ftnt]

 

 

[ftnt]

Insert this paragraph as Section 12.02 in place of the current Section 12.02 if the Owner Participant is not a Citizen of the United States.

UNQUOTE

 

(vii)

The first sentence of Section 12.03 of the Form of Trust Agreement is hereby amended by inserting “Notwithstanding anything to the contrary in this Trust Agreement,” at the beginning of such sentence.

 

(viii)

Article XII of the Form of Trust Agreement is hereby amended by inserting the following quoted language after Section 12.04 of the Form of Trust Agreement:

QUOTE

 

Page 8

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[Section 12.04 Purpose. The purpose of this Article XII is to assure that (a) the Aircraft shall be controlled with respect to such matters as are described in Section 12.01 by a Citizen of the United States, (b) Owner Participant shall have no power to influence or control the exercise of Owner Trustee’s authority with respect to such matters and (c) Owner Trustee shall be able to give the affidavit required by Section 47.7(c)(2)(iii) of the Federal Aviation Regulations. This Article XII shall be construed in furtherance of the foregoing purposes; provided, however, that this Article XII shall be ignored and given no force or effect: (i) if Owner Participant determines that it meets the requirements for a Citizen of the United States and both Owner Participant and Owner Trustee file with the FAA the affidavits required by Section 47.7(c)(2)(ii) of the Federal Aviation Regulations, 14 C.F.R. §47.7(c)(2)(ii), or (ii) during periods when the Aircraft has been registered in a non-United States jurisdiction and a de-registration telex has been issued by the FAA in connection with the re-registration of the Aircraft in such non-United States jurisdiction.]^[ftnt]

 

 

[ftnt]

Insert this paragraph as Section 12.04 in place of the current Section 12.04 if the Owner Participant is not a. Citizen of the United States.

UNQUOTE

 

(ix)

Article XII of the Form of Trust Agreement is hereby amended by inserting the following quoted language after Section 12.05 of the Form of Trust Agreement and the Table of Contents shall accordingly be updated to reflect such change:

QUOTE

[Section 12.06 Priority. In creating and accepting the Trust, each of Owner Participant and Owner Trustee acknowledges that, so long as the Aircraft shall be registered with the FAA, in case of any conflict, the limitations in Article XII of this Trust Agreement are paramount and superior to any other terms and conditions in this Trust Agreement or in any other document, including without limitation, the Lease and the other Operative Documents and any other Operating Agreement to which Owner Participant and Owner Trustee are a party in respect of the Trust. It is understood and agreed by the parties hereto that nothing in this Trust Agreement shall relieve Owner Participant, Owner Trustee or any other Person of any obligation to comply with any law, rule or regulation of any FAA or governmental authority with respect to the ownership and operation of the Aircraft.]^[ftnt]

 

[ftnt]

Insert if Owner Participant is not a Citizen of the United States.

UNQUOTE

 

(x)

The title to Article XIII of the Form of Trust Agreement is hereby amended by

 

Page 9

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adding “[AND REGULATORY REQUESTS][ftnt]” to the end of such title and the Table of Contents shall be accordingly updated to reflect such changes.

 

 

[ftnt]

Insert if Owner Participant is not a U.S. Citizen.

 

(xi)

Sections 13.01 and 13.02 of the Form of Trust Agreement are hereby amended by deleting the word “the” wherever it appears before the terms “Owner Participant” and “Owner Trustee” in such sections.

 

(xii)

Article XIII of the Form of Trust Agreement is hereby amended by inserting the following quoted text after Section 13.02 of the Form of Trust Agreement and the Table of Contents shall accordingly be updated to reflect such changes:

QUOTE

[Section 13.03 Owner Trustee’s Covenants. Owner Participant hereby authorizes and directs Owner Trustee, so long as the Aircraft shall be registered with the FAA, and Owner Trustee covenants and agrees:

(a) upon request by the FAA, and with the cooperation of Owner Participant, to provide the FAA with the following information in an expeditious manner (generally within two Business Days of the request or immediately in an emergency identified by the FAA): (i) the identity and contact information (address, phone number, email) of the Person normally operating, or maintaining the operations of, the Aircraft; (ii) where that Person resides or is incorporated and has its principal place of business; (iii) the location of the maintenance and other records applicable to the Aircraft; and (iv) where the Aircraft is normally based and operated;

(b) upon request by the FAA, and with the cooperation of Owner Participant, to provide the FAA with the following information in an expeditious manner (generally within five Business Days of the request or immediately in an emergency identified by the FAA): (i) information about the operator, crew (names and pilot certificate numbers) and aircraft operations on specific dates, in each case with respect to the Aircraft; (ii) information about where the Aircraft will be on a specific date in the future and (iii) maintenance and other aircraft records applicable to the Aircraft;

(c) to immediately forward to Owner Participant, Lessee and any Person who is then an operator of the Aircraft, as applicable, by the most expeditious means available, all ADs issued by the FAA in respect of the Aircraft;

(d) to notify the FAA Aircraft Registry by the most expeditious means available of Owner Trustee’s resignation or removal under Section 9.01, or of the termination of the trust under Section 11.01; and

(e) to permit the inspection of the Aircraft and/or records in respect of the Aircraft by the FAA or any other duly authorized representatives of the U.S. or of the government of the country where it is based or operated, when an appropriate request is

 

Page 10

---

made by the FAA or other governmental entity entitled to inspect the Aircraft and/or records.

Section 13.04 Owner Participant’s Covenants. Owner Participant hereby covenants and agrees, so long as the Aircraft shall be registered with the FAA:

(a) upon a request by the FAA for information related to the Aircraft and the operation of the Aircraft that the FAA is legally entitled to receive from an owner or operator of an aircraft, which is issued to Owner Trustee (and forwarded by Owner Trustee to Owner Participant), to provide as expeditiously as reasonably practicable to Owner Trustee or the FAA, as the case may be, with all such requested information to the extent that Owner Participant has such information or actually receives such information from the operator of the Aircraft or from any other source, including, if applicable, (i) information in relation to the operation, maintenance, location or base of operation of the Aircraft, and (ii) contact information of (x) the operator of the Aircraft and (y) any other person to whom the FAA may look to gather information related to crew members for the Aircraft, the Aircraft’s operations on specific dates, the location of the Aircraft, and maintenance and other aircraft records for the Aircraft;

(b) without limiting the provisions of Article XIII, in connection with any transfer of Owner Participant’s beneficial interest in the Trust (other than a collateral assignment thereof), to provide Owner Trustee the identity and contact information with respect to the new Owner Participant and to update the operator information provided pursuant to Section 13.04(c) and 13.04(d) to the extent Owner Participant has such information or actually receives such information from the operator or from any other source;

(c) to provide as expeditiously as possible to Owner Trustee, in response to a request by Owner Trustee, the identity and contact information for the operator of the Aircraft under any Operating Agreement or bailment agreement entered into from time to time by Owner Participant, or any lease, bailment, or similar arrangement transferring possession and operational control of the of the Aircraft that is entered into from time to time by a third party, whether or not at Owner Participant’s direction; and

(d) without limiting the provisions of Article XIII, to require that any Operating Agreement, bailment, or similar arrangement transferring possession and operational control of the Aircraft provide the following or similar provisions to the same effect:

(i) that all further transfers of the rights to possession and operational control of the Aircraft to a transferee must be in writing; provide the identity and contact information about the transferee; and the transferee’s assurance that if and when the transferee is notified that Owner Trustee has made a request, it will promptly provide information related to crew members of the Aircraft and the Aircraft's operations on specific dates, the location of the Aircraft, and the maintenance and other aircraft records applicable to the Aircraft;

 

Page 11

---

(ii) that each such further transferee or operator (x) shall provide its reasonable cooperation to Owner Trustee, Owner Participant and the FAA in an expeditious manner with respect to any request from the FAA or other applicable governmental entity for information and access to records of the Aircraft which it is legally entitled to receive, and (y) shall authorize the FAA or any other duly authorized air authority representatives of the U.S. or the government where it is habitually based or operated, upon any request which the FAA or such other governmental entity is legally entitled to make under law applicable to such transferee or operator of the Aircraft, to inspect the Aircraft; and

(iii) that each such further transferee or operator agrees that the above- referenced information and inspection requirements shall be made and agreed in all subsequent or downstream leases, operating agreements and bailment agreements, thereby requiring each such subsequent transferee or operator to provide such contact information in the event that there has been a transfer of possession and operation to another party, to update such information when any changes occur, and to promptly confirm such information at any time upon request by Owner Trustee or Owner Participant, to provide its reasonable cooperation to Owner Trustee, Owner Participant and the FAA in an expeditious manner with respect to any request from the FAA or other applicable governmental entity for information and access to records of the Aircraft which it is legally entitled to receive made pursuant to existing regulations and policies, and to authorize the FAA or such other governmental entity to inspect the Aircraft to the extent that it is legally entitled to make such request under law applicable to Owner Trustee, Owner Participant, the relevant counterparty to any such subsequent or downstream agreement or the Aircraft.]^[ftnt]

 

 

[ftnt]

Insert if Owner Participant is not a Citizen of the United States.

UNQUOTE

 

(xiii)

Annex A to the Form of Trust Agreement is hereby amended by inserting the following quoted text:

QUOTE

[(a) For purposes of this Trust Agreement, the following terms have the meanings set forth below (but shall be construed and interpreted in the manner described in Annex A to the Participation Agreement):

“Operating Agreement” means any agreement from time to time entered into by Owner Trustee that transfers the right to possess, use and operate the Aircraft, including, without limitation, the Lease and any agreement that transfer the right to possess, use and operate the Aircraft from Owner Trustee to Owner Participant.

(b) For all purposes of the Trust Agreement, all capitalized terms used but not

 

Page 12

---

defined in this Annex A to the Trust Agreement shall have the respective meanings assigned to such terms in the Participation Agreement, and shall be construed and interpreted in the manner described in Annex A to the Participation Agreement.]^[ftnt]

 

 

[ftnt]

Insert if Owner Participant is not a Citizen of the United States.

UNQUOTE

 

4.4	The Form of Participation Agreement attached as Exhibit C to Letter Agreement No. 1 is hereby amended as follows:

 

(i)

Section 4.1.4 of the Form of Participation Agreement attached as Exhibit C to Letter Agreement No. 1 is deleted in its entirety and is hereby replaced with the following quoted language:

QUOTE

4.1.4 Representations, Warranties and Covenants. On the Delivery Date, the representations and warranties of each party to this Agreement made herein and in the other Operative Documents shall be correct and accurate in all material respects, in each case as though made on and as of such date, or if such representations and warranties relate solely to an earlier date, as of such earlier date, and each party to this Agreement shall have performed and observed, in all material respects, all of its covenants, obligations and agreements in this Agreement and in the other Operative Documents to which it is party to be observed and performed by it as of the Delivery Date.

UNQUOTE

 

(ii)

Section 4.3.9 of the Form of Participation Agreement attached as Exhibit C to Letter Agreement No. 1 is amended by adding “4.1.4,” after “4.1.3,” and before “4.1.5” contained in such section.

 

(iii)

Section 8.2(a) of the Form of Participation Agreement attached as Exhibit C to Letter Agreement No. 1 is amended by adding the following quoted text after the phrase “special purpose entity,…” and before the phrase “if, as preconditions to such Transfer…”:

QUOTE

, in each case that is experienced in aircraft leasing or other aircraft finance transactions or that has an Affiliate that is so experienced or that has engaged a manager or other provider of services in respect of the Aircraft, the Trust Estate and the Lease that is so experienced (so long as such manager or other provider is not an airline or other commercial operator of aircraft freight forwarder, or any other company directly or indirectly engaged in the business of passenger, cargo, freight or parcel transportation or any Affiliate of any thereof (any such manager or provider, a “Servicer”)

 

Page 13

---

UNQUOTE

 

(iv)

Section 8.2(a)(i)(D) of the Form of Participation Agreement attached as Exhibit C to Letter Agreement No. 1 is hereby amended by deleting clause (D) in its entirety and replacing it with the following quoted text:

QUOTE

(D) Owner Participant, the Transferee and, if applicable, the Servicer and Lessor, shall have entered into an agreement in the form attached hereto as Exhibit E (the “Assumption Agreement”) or in such other form as shall be acceptable to Lessee;

UNQUOTE

 

(v)

Section 8.2(a)(ii)(B) of the Form of Participation Agreement attached as Exhibit C to Letter Agreement No. 1 is hereby amended by deleting clause (B) in its entirety and replacing it with the following quoted text:

QUOTE

(B) if the Transferee is not itself a Qualifying Institution, a parent corporation of the Transferee which qualifies as a Qualifying Institution (such parent with respect to such Transferee, the “Owner Participant Guarantor”) shall have executed and delivered to Owner Trustee and Lessee an Owner Participant Guarantee with respect to the obligations undertaken by the Transferee under the Assumption Agreement referred to above, together with an opinion of counsel (which may be the in-house counsel of the Qualifying Institution providing such guaranty or other counsel reasonably satisfactory to Lessee) to the effect that such guaranty is enforceable against the guarantor in accordance with its terms.

UNQUOTE

 

(vi)

The Form of Assignment and Assumption Agreement attached as Exhibit E to the Form of Participation Agreement attached as Exhibit C to Letter Agreement No. 1 is hereby amended as follows:

 

a.

The introductory paragraph of the Form of Assumption and Assignment Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

ASSIGNMENT AND ASSUMPTION AGREEMENT ([YEAR] MSN [MSN])

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ([YEAR] MSN [MSN]), dated as of [            ] (as amended, modified or supplemented from time to time, this

 

Page 14

---

“Agreement)”, among (i) [NAME OF ASSIGNOR], a [jurisdiction] [type of entity] (together with its successors and permitted assigns, “Assignor”), (ii) [NAME OF ASSIGNEE], a [jurisdiction] [type of entity] (together with its successors and permitted assigns, “Assignee”) [,][and] (iii) AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Lessee”) [(iv) WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee (“Lessor”), and (v) [NAME OF SERVICER], a [jurisdiction] [type of entity] (“[•]” or the “Servicer”)].^[Ftnt]

 

[Ftnt]

To be inserted if the Assignee is engaging a manager or other provider of services in respect of the Aircraft and the Lease and if there is no Lessee Consent that deals with the role of a Servicer.

UNQUOTE

 

b.

The first Recital of the Form of Assumption and Assignment Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

Reference is made to one Airbus [model] aircraft bearing the manufacturer’s serial number [MSN] and U.S. Registration No. [Reg. No.] (as more fully described in the Participation Agreement referred to below, the “Aircraft”).

UNQUOTE

 

c.

The Recitals to the Form of Assumption and Assignment Agreement are amended by adding a new recital after the third recital with the following quoted text:

QUOTE

[4. In connection with the Assignment and Assumption, pursuant to the Servicing Agreement, dated [•] (the “Servicing Agreement”), between the Assignee and [•], the Assignee is appointing the Servicer as its agent for all matters relating to the Aircraft, the Trust Estate and the Lease.] ^[Ftnt]

 

[Ftnt]

Id.

UNQUOTE

 

d.

Section 4 of the Form of Assumption and Assignment Agreement is hereby amended by (I) inserting “(a)” after the title “Assumption” and before the beginning of the first paragraph; (II) renumbering clauses (a), (b) and (c) in the first paragraph as clauses (i), (ii) and (iii), respectively; and (III) inserting the following quoted text after clause (a):

QUOTE

 

Page 15

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[(b) Assignee hereby gives the Lessee and the Lessor the following notice and related acknowledgements:

(1) pursuant to the Servicing Agreement, the Servicer has been duly appointed as an agent of the Assignee; and

(2) until each of the Lessee and the Lessor is otherwise notified pursuant to Section 10(d)(3) that [•] is no longer the Servicer in respect of the Lease, for all matters relating to the Lease and the Aircraft the Assignee is deemed to act by and through the Servicer, and the Servicer is deemed to act under, and at the direction of, the Assignee, as the agent for Assignee.] ^[Ftnt]

 

[Ftnt]

To be inserted if the Assignee has appointed a Servicer and if there is no Lessee Consent that deals with the role of a Servicer.

UNQUOTE

 

e.

Section 10 of the Form of Assumption and Assignment Agreement is hereby amended by (I) inserting “, for the benefit of Lessee,” after the phrase “Assignee agrees…” and before word “that” in clause (a) of Section 10 and (II) inserting the following quoted text after the end of clause (b) of Section 10:

QUOTE

 

[(c)	The Servicer agrees, for the benefit of Lessee, that:

(1) the Servicer shall, to the extent it is authorized to do so, use reasonable efforts to cooperate with Lessee to facilitate Assignee’s compliance with its respective obligations under the Operative Documents;

(2) the Servicer shall not take any action that would be a violation of any provision in the Lease or any other Operative Document if such action were taken by the Owner Participant or any other Person;

(3) the Servicer shall (A) comply with all of the terms and conditions of the Lease applicable to an “Indemnified Person” and (B) comply with all of the terms and conditions of the Lease applicable to a “Specified Person”;

(4) the Servicer shall hold all Confidential Information confidential and shall not, without the prior written consent of Lessee, furnish or disclose any Confidential Information to anyone other than: (A) the parties to the Operative Documents; (B) the Servicer’s auditors, accountants, agents and legal counsel, each with an absolute need to know such information; (C) except as may be required by an order of any court or administrative agency or by any statute, rule, regulation or order of any governmental authority; and (D) except to the extent such

 

Page 16

---

Confidential Information becomes publicly available or becomes available on a non-confidential basis from a source other than any party to the Operative Documents or any Affiliate thereof. The obligations set forth in this Section 10(c)(4) shall survive the resignation or removal of the Servicer as the servicer in respect of the Lease or any termination or rescission of this agreement or the Operative Documents, as the case may be; and

(5) the Servicer shall take any and all actions as are within its control as agent and permitted by the terms of the Servicing Agreement to satisfy its obligations set out herein and in the Servicing Agreement in respect of the obligations of the Owner Participant in the Lease.] ^[Ftnt1]

[(d) Assignee agrees, for the benefit of Lessee and Lessor, that:

(1) until the Lessee is otherwise notified pursuant to Section 10(d)(3) that [•] is no longer the Servicer in respect of the Lease, each of Lessee and Lessor shall be entitled to communicate and deal exclusively with the Servicer (or any replacement servicer appointed pursuant to Section 10(d)(3) with respect to all matters relating to the Aircraft and the Lease and shall be entitled to rely conclusively on notices, instructions, elections, consents and any other communications received from the Servicer (or such replacement servicer) as if received from the Owner Participant (without any obligation on the part of Lessee or Lessor to determine whether the Servicer is required to obtain, or in fact has obtained, any consent from the Owner Participant).

(2) until Lessee is otherwise notified pursuant to Section 10(d)(3) that [•] is no longer the Servicer in respect of the Lease, the Servicer shall be conclusively presumed for all purposes, including, without limitation, the quiet enjoyment and lien-lifting covenants contained in the Operative Documents, to be acting as agent for Assignee with full and valid authority so to act or refrain from acting, and neither Lessee nor Lessor shall be under any obligation to inquire regarding such authority or regarding whether the Servicer is, or purports to be, acting for Assignee, for itself or for any other Person.

(3) Assignee shall at all times during the Term maintain a servicer in respect of the Lease. If the entity acting as the servicer resigns or if Assignee proposes to remove the entity acting as the servicer, Assignee shall, at least 10 Business Days prior to the effective date of such resignation or removal, give Lessee and Lessor written notice identifying the name and address of the replacement servicer Assignee proposes to appoint, which notice shall specify the proposed effective date of such resignation or removal and the facts necessary to determine whether the terms of this Section 10(d)(3) have been or will be satisfied. As preconditions to the appointment of any replacement servicer:

(A) concurrently with the effective date of resignation or removal of the entity acting as the servicer, Assignee shall appoint a replacement servicer in respect of the Lease that (i) is experienced in commercial aircraft leasing or other commercial aircraft finance transactions and (ii) is not an airline or other commercial operator of aircraft, freight forwarder, or any other company directly or indirectly engaged in the business of passenger, cargo, freight or parcel transportation or any Affiliate of any thereof (provided that, for the avoidance of doubt, no such replacement servicer shall be excluded as a result of engaging in the business of aircraft leasing) and

 

Page 17

---

(B) such replacement servicer shall agree for the benefit of Lessee and Lessor to be bound by all of the agreements of the Servicer contained in this Agreement.

Assignee shall pay any fees, costs, charges and expenses incurred by the Lessee or the Lessor (including, without limitation, reasonable legal fees and expenses) in connection with any removal or resignation of the entity acting as the servicer.] ^[Ftnt2]

[(e) Lessee agrees, so long as the Servicer is the servicer in respect of the Lease, that: (1) the Servicer shall be deemed added to the definition of “Specified Person” for purposes of Section 11 of the Lease; and (2) the Servicer shall be deemed added to the definition of “Indemnified Person” as a “Back-Leveraging Indemnified Person” under (and as defined in) the Participation Agreement and shall, so long as such Person complies with all of the obligations of, and terms and conditions applicable to, an “Indemnified Person” under the Participation Agreement, be entitled to all of the benefits accorded a “Back-Leveraging Indemnified Person” under the Participation Agreement subject to the limitations contained therein (including, without limitation, Section 7.1.2(l) of the Participation Agreement).] ^[Ftnt3]

 

[Ftnt1]

To be inserted if the Assignee has appointed a Servicer and if there is no Lessee Consent that deals with the role of a Servicer.

[Ftnt2]

Id.

[Ftnt3]

Id.

UNQUOTE

 

f.

Section 11 of the Form of Assumption and Assignment Agreement is hereby amended by inserting the following quoted text after Section 11(d) as clause (e):

QUOTE

[(e) All notices and other communications to or from the Servicer under the Operative Documents shall be in writing and delivered in the manner set forth in Section 10.1 of the Participation Agreement. The address for notices to the Servicer is:

[•]

[Address of Servicer]

Attention: [•]

Fax: [•]

Email: [•]]^[Ftnt]

 

[Ftnt]

To be inserted only if Assignee has appointed a Servicer and if there is no Lessee Consent that deals with the role of a Servicer.

UNQUOTE

 

g.

The signature block of the Form of Assumption and Assignment Agreement is

 

Page 18

---

hereby amended by inserting the following quoted text after the signature block for “[NAME OF ASSIGNEE]”:

QUOTE

 

 

[Ftnt]

To be inserted only if Assignee has appointed a Servicer and if there is no Lessee Consent that deals with the role of a Servicer.

UNQUOTE

 

(vii)

The Form of Engine Warranty Agreement attached as Exhibit H to the Form of Participation Agreement attached as Exhibit C to Letter Agreement No. 1 is hereby amended as follows:

 

a.

The Form of CFM Engine Warranty Agreement is amended by deleting such exhibit in its entirety and replacing it with the form attached hereto as Exhibit 2.

 

b.

The Form of IAE Engine Warranty Agreement in the form attached hereto as Exhibit 3 is to be added as Exhibit H to the Form of Participation Agreement attached as Exhibit C to the Letter Agreement No. 1 in addition to the Form of CFM Engine Warranty Agreement.

 

4.5	The Form of Defined Terms attached as Exhibit D to Letter Agreement No. 1 is hereby amended by adding the following quoted text inserted in alphabetical order:

QUOTE

“Servicer” has the meaning set forth in Section 8.2(a) of the Participation Agreement.

UNQUOTE

 

5.	MISCELLANEOUS

 

5.1	Section 19.4 of the Agreement is hereby amended as follows:

 

(a)

Section 19.4.1 is hereby amended by deleting such section in its entirety and

 

Page 19

---

replacing it with the following quoted text:

QUOTE

19.4.1 The Buyer will:

 

(i)

cause the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents and employees to be named as additional insured under the Buyer’s Airline Liability Insurance, and

 

(ii)

with respect to the Buyer’s Aircraft Hull Insurance, cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents, employees and insurers.

UNQUOTE

 

(b)

The second sentence of Section 19.4.2 is hereby amended by deleting the phrase “not less than seven (7) Business Days prior to each Delivery under this Agreement,” and replacing it with the following quoted language:

QUOTE

not less than seven (7) Business Days prior to the Delivery of the first Leased Aircraft under this Agreement and thereafter as soon as practicable after material changes, extensions or renewals of its insurance coverage are made, a certificate of insurance from the Federal Aviation Administration certifying that a war risk hull and liability insurance policy has been issued by the United States of America, Department of Transportation, Federal Aviation Administration (or any then-current materially equivalent coverage) and

UNQUOTE

 

(c)

Section 19.4.2(i) is hereby amended by deleting the phrase “Comprehensive Aviation Legal Liability Insurance” in its entirety and replacing it with the term “the Buyer’s Airline Liability Insurance”.

 

(d)

Section 19.4.2(ii) is hereby amended by (i) deleting the term “such insurance” in its entirety and replacing with the term “the Buyer’s Airline Liability Insurance” and (ii) deleting in its entirety, the parenthetical “(but seven (7) days or such lesser period as may be customarily available in respect of War Risks and Allied Perils)”.

 

5.2	The second sentence of Section 19.5.2 is hereby amended by deleting the phrase “not less than seven (7) Business Days prior to each Delivery under this Agreement,” and replacing it with the following quoted language:

QUOTE

not less than seven (7) Business Days prior to the Delivery of the first Leased Aircraft

 

Page 20

---

under this Agreement and thereafter as soon as practicable after material changes, extensions or renewals of its insurance coverage are made

UNQUOTE

 

6.	REFERENCES

On and after the date of this Letter Agreement

 

(i)

each reference in Letter Agreement No. 1 or Letter Agreement No. 5 to “this Letter Agreement”, “hereunder”, “hereof” or words of like import referring to Letter Agreement No. 1 or Letter Agreement No. 5, as applicable, shall mean and be a reference to Letter Agreement No. 1 or Letter Agreement No. 5, as applicable, as amended by this Letter Agreement, and

 

(ii)

each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Letter Agreement.

 

7.	ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement; provided, however, this Letter Agreement may not be assigned by the Buyer under either Clause 21.5 or 21.6 of the Agreement without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

 

8.	CHAPTER 11 CASES

The Seller acknowledges that the Buyer is a debtor in possession under the Bankruptcy Code in the Chapter 11 Cases pending in the Bankruptcy Court. On January 23, 2013, the Bankruptcy Court entered the Order Pursuant to 11 U.S.C. § 365(a) and Fed. R. Bankr. P. 6006 approving assumption of (A) the A320 Family Aircraft Purchase Agreement made July 20, 2011, as amended, between Airbus S.A.S. and American Airlines, Inc., and (B) the General Terms Agreement by and among IAE International Aero Engines AG and American Airlines, Inc. as amended and supplemented [Docket No. 6315].

 

9.	CONFIDENTIALITY

Each of the Seller and the Buyer agree not to disclose the terms and conditions of this Letter Agreement to any person without the prior written consent of the other party. Notwithstanding the foregoing, each of the Seller and the Buyer agrees that such terms and conditions may be disclosed without such prior written consent to (i) the Official Committee of Unsecured Creditors (excluding Boeing Capital Corporation) and/or its professional advisors retained in the Chapter 11 Cases in accordance with the terms of the

 

Page 21

---

Stipulated Protective Order Pursuant to Sections 105(a) and 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 Establishing Procedures for the Protection of Confidential Information Provided by the Debtors to the Official Committee of Unsecured Creditors entered by the Bankruptcy Court on January 27, 2012 [Docket No. 891], (ii) the Bankruptcy Court, (iii) counsel and advisors for the Ad Hoc Group of AMR Corporation Creditors identified in that certain “Motion for Approval of ‘Fee Letter’ to Pay Certain Work Fees and Expenses of Professionals Employed by the Ad Hoc Group of AMR Corporation Creditors” filed with the Bankruptcy Court on August 29, 2012, (iv) as required by law or as necessary in connection with the enforcement of such party’s rights hereunder, and (v) the board of directors, managers, employees, auditors, and legal, financial and technical advisors of each party.

 

10.	COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

 

Page 22

---

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

 

 

Accepted and Agreed:
AMERICAN AIRLINES, INC.
By:		/s/ AMERICAN AIRLINES, INC.
		Name:
		Title: VP, Treasurer

---

EXHIBIT 1 to AMENDMENT NO. 3

SCHEDULE I to Agreement

 

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
1		[*CTR]		[*CTR]		[*CTR]
2		[*CTR]		[*CTR]		[*CTR]
3		[*CTR]		[*CTR]		[*CTR]
4		[*CTR]		[*CTR]		[*CTR]
5		[*CTR]		[*CTR]		[*CTR]
6		[*CTR]		[*CTR]		[*CTR]
7		[*CTR]		[*CTR]		[*CTR]
8		[*CTR]		[*CTR]		[*CTR]
9		[*CTR]		[*CTR]		[*CTR]
10		[*CTR]		[*CTR]		[*CTR]
11		[*CTR]		[*CTR]		[*CTR]
12		[*CTR]		[*CTR]		[*CTR]
13		[*CTR]		[*CTR]		[*CTR]
14		[*CTR]		[*CTR]		[*CTR]
15		[*CTR]		[*CTR]		[*CTR]
16		[*CTR]		[*CTR]		[*CTR]
17		[*CTR]		[*CTR]		[*CTR]
18		[*CTR]		[*CTR]		[*CTR]
19		[*CTR]		[*CTR]		[*CTR]
20		[*CTR]		[*CTR]		[*CTR]
21		[*CTR]		[*CTR]		[*CTR]
22		[*CTR]		[*CTR]		[*CTR]
23		[*CTR]		[*CTR]		[*CTR]
24		[*CTR]		[*CTR]		[*CTR]
25		[*CTR]		[*CTR]		[*CTR]
26		[*CTR]		[*CTR]		[*CTR]
27		[*CTR]		[*CTR]		[*CTR]
28		[*CTR]		[*CTR]		[*CTR]
29		[*CTR]		[*CTR]		[*CTR]
30		[*CTR]		[*CTR]		[*CTR]
31		[*CTR]		[*CTR]		[*CTR]
32		[*CTR]		[*CTR]		[*CTR]
33		[*CTR]		[*CTR]		[*CTR]

 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
34		[*CTR]		[*CTR]		[*CTR]
35		[*CTR]		[*CTR]		[*CTR]
36		[*CTR]		[*CTR]		[*CTR]
37		[*CTR]		[*CTR]		[*CTR]
38		[*CTR]		[*CTR]		[*CTR]
39		[*CTR]		[*CTR]		[*CTR]
40		[*CTR]		[*CTR]		[*CTR]
41		[*CTR]		[*CTR]		[*CTR]
42		[*CTR]		[*CTR]		[*CTR]
43		[*CTR]		[*CTR]		[*CTR]
44		[*CTR]		[*CTR]		[*CTR]
45		[*CTR]		[*CTR]		[*CTR]
46		[*CTR]		[*CTR]		[*CTR]
47		[*CTR]		[*CTR]		[*CTR]
48		[*CTR]		[*CTR]		[*CTR]
49		[*CTR]		[*CTR]		[*CTR]
50		[*CTR]		[*CTR]		[*CTR]
51		[*CTR]		[*CTR]		[*CTR]
52		[*CTR]		[*CTR]		[*CTR]
53		[*CTR]		[*CTR]		[*CTR]
54		[*CTR]		[*CTR]		[*CTR]
55		[*CTR]		[*CTR]		[*CTR]
56		[*CTR]		[*CTR]		[*CTR]
57		[*CTR]		[*CTR]		[*CTR]
58		[*CTR]		[*CTR]		[*CTR]
59		[*CTR]		[*CTR]		[*CTR]
60		[*CTR]		[*CTR]		[*CTR]
61		[*CTR]		[*CTR]		[*CTR]
62		[*CTR]		[*CTR]		[*CTR]
63		[*CTR]		[*CTR]		[*CTR]
64		[*CTR]		[*CTR]		[*CTR]
65		[*CTR]		[*CTR]		[*CTR]
66		[*CTR]		[*CTR]		[*CTR]
67		[*CTR]		[*CTR]		[*CTR]
68		[*CTR]		[*CTR]		[*CTR]

 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
69		[*CTR]		[*CTR]		[*CTR]
70		[*CTR]		[*CTR]		[*CTR]
71		[*CTR]		[*CTR]		[*CTR]
72		[*CTR]		[*CTR]		[*CTR]
73		[*CTR]		[*CTR]		[*CTR]
74		[*CTR]		[*CTR]		[*CTR]
75		[*CTR]		[*CTR]		[*CTR]
76		[*CTR]		[*CTR]		[*CTR]
77		[*CTR]		[*CTR]		[*CTR]
78		[*CTR]		[*CTR]		[*CTR]
79		[*CTR]		[*CTR]		[*CTR]
80		[*CTR]		[*CTR]		[*CTR]
81		[*CTR]		[*CTR]		[*CTR]
82		[*CTR]		[*CTR]		[*CTR]
83		[*CTR]		[*CTR]		[*CTR]
84		[*CTR]		[*CTR]		[*CTR]
85		[*CTR]		[*CTR]		[*CTR]
86		[*CTR]		[*CTR]		[*CTR]
87		[*CTR]		[*CTR]		[*CTR]
88		[*CTR]		[*CTR]		[*CTR]
89		[*CTR]		[*CTR]		[*CTR]
90		[*CTR]		[*CTR]		[*CTR]
91		[*CTR]		[*CTR]		[*CTR]
92		[*CTR]		[*CTR]		[*CTR]
93		[*CTR]		[*CTR]		[*CTR]
94		[*CTR]		[*CTR]		[*CTR]
95		[*CTR]		[*CTR]		[*CTR]
96		[*CTR]		[*CTR]		[*CTR]
97		[*CTR]		[*CTR]		[*CTR]
98		[*CTR]		[*CTR]		[*CTR]
99		[*CTR]		[*CTR]		[*CTR]
100		[*CTR]		[*CTR]		[*CTR]
101		[*CTR]		[*CTR]		[*CTR]
102		[*CTR]		[*CTR]		[*CTR]
103		[*CTR]		[*CTR]		[*CTR]

 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
104		[*CTR]		[*CTR]		[*CTR]
105		[*CTR]		[*CTR]		[*CTR]
106		[*CTR]		[*CTR]		[*CTR]
107		[*CTR]		[*CTR]		[*CTR]
108		[*CTR]		[*CTR]		[*CTR]
109		[*CTR]		[*CTR]		[*CTR]
110		[*CTR]		[*CTR]		[*CTR]
111		[*CTR]		[*CTR]		[*CTR]
112		[*CTR]		[*CTR]		[*CTR]
113		[*CTR]		[*CTR]		[*CTR]
114		[*CTR]		[*CTR]		[*CTR]
115		[*CTR]		[*CTR]		[*CTR]
116		[*CTR]		[*CTR]		[*CTR]
117		[*CTR]		[*CTR]		[*CTR]
118		[*CTR]		[*CTR]		[*CTR]
119		[*CTR]		[*CTR]		[*CTR]
120		[*CTR]		[*CTR]		[*CTR]
121		[*CTR]		[*CTR]		[*CTR]
122		[*CTR]		[*CTR]		[*CTR]
123		[*CTR]		[*CTR]		[*CTR]
124		[*CTR]		[*CTR]		[*CTR]
125		[*CTR]		[*CTR]		[*CTR]
126		[*CTR]		[*CTR]		[*CTR]
127		[*CTR]		[*CTR]		[*CTR]
128		[*CTR]		[*CTR]		[*CTR]
129		[*CTR]		[*CTR]		[*CTR]
130		[*CTR]		[*CTR]		[*CTR]
131		[*CTR]		[*CTR]		[*CTR]
132		[*CTR]		[*CTR]		[*CTR]
133		[*CTR]		[*CTR]		[*CTR]
134		[*CTR]		[*CTR]		[*CTR]
135		[*CTR]		[*CTR]		[*CTR]
136		[*CTR]		[*CTR]		[*CTR]
137		[*CTR]		[*CTR]		[*CTR]
138		[*CTR]		[*CTR]		[*CTR]

 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
139		[*CTR]		[*CTR]		[*CTR]
140		[*CTR]		[*CTR]		[*CTR]
141		[*CTR]		[*CTR]		[*CTR]
142		[*CTR]		[*CTR]		[*CTR]
143		[*CTR]		[*CTR]		[*CTR]
144		[*CTR]		[*CTR]		[*CTR]
145		[*CTR]		[*CTR]		[*CTR]
146		[*CTR]		[*CTR]		[*CTR]
147		[*CTR]		[*CTR]		[*CTR]
148		[*CTR]		[*CTR]		[*CTR]
149		[*CTR]		[*CTR]		[*CTR]
150		[*CTR]		[*CTR]		[*CTR]
151		[*CTR]		[*CTR]		[*CTR]
152		[*CTR]		[*CTR]		[*CTR]
153		[*CTR]		[*CTR]		[*CTR]
154		[*CTR]		[*CTR]		[*CTR]
155		[*CTR]		[*CTR]		[*CTR]
156		[*CTR]		[*CTR]		[*CTR]
157		[*CTR]		[*CTR]		[*CTR]
158		[*CTR]		[*CTR]		[*CTR]
159		[*CTR]		[*CTR]		[*CTR]
160		[*CTR]		[*CTR]		[*CTR]
161		[*CTR]		[*CTR]		[*CTR]
162		[*CTR]		[*CTR]		[*CTR]
163		[*CTR]		[*CTR]		[*CTR]
164		[*CTR]		[*CTR]		[*CTR]
165		[*CTR]		[*CTR]		[*CTR]
166		[*CTR]		[*CTR]		[*CTR]
167		[*CTR]		[*CTR]		[*CTR]
168		[*CTR]		[*CTR]		[*CTR]
169		[*CTR]		[*CTR]		[*CTR]
170		[*CTR]		[*CTR]		[*CTR]
171		[*CTR]		[*CTR]		[*CTR]
172		[*CTR]		[*CTR]		[*CTR]
173		[*CTR]		[*CTR]		[*CTR]

 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
174		[*CTR]		[*CTR]		[*CTR]
175		[*CTR]		[*CTR]		[*CTR]
176		[*CTR]		[*CTR]		[*CTR]
177		[*CTR]		[*CTR]		[*CTR]
178		[*CTR]		[*CTR]		[*CTR]
179		[*CTR]		[*CTR]		[*CTR]
180		[*CTR]		[*CTR]		[*CTR]
181		[*CTR]		[*CTR]		[*CTR]
182		[*CTR]		[*CTR]		[*CTR]
183		[*CTR]		[*CTR]		[*CTR]
184		[*CTR]		[*CTR]		[*CTR]
185		[*CTR]		[*CTR]		[*CTR]
186		[*CTR]		[*CTR]		[*CTR]
187		[*CTR]		[*CTR]		[*CTR]
188		[*CTR]		[*CTR]		[*CTR]
189		[*CTR]		[*CTR]		[*CTR]
190		[*CTR]		[*CTR]		[*CTR]
191		[*CTR]		[*CTR]		[*CTR]
192		[*CTR]		[*CTR]		[*CTR]
193		[*CTR]		[*CTR]		[*CTR]
194		[*CTR]		[*CTR]		[*CTR]
195		[*CTR]		[*CTR]		[*CTR]
196		[*CTR]		[*CTR]		[*CTR]
197		[*CTR]		[*CTR]		[*CTR]
198		[*CTR]		[*CTR]		[*CTR]
199		[*CTR]		[*CTR]		[*CTR]
200		[*CTR]		[*CTR]		[*CTR]
201		[*CTR]		[*CTR]		[*CTR]
202		[*CTR]		[*CTR]		[*CTR]
203		[*CTR]		[*CTR]		[*CTR]
204		[*CTR]		[*CTR]		[*CTR]
205		[*CTR]		[*CTR]		[*CTR]
206		[*CTR]		[*CTR]		[*CTR]
207		[*CTR]		[*CTR]		[*CTR]
208		[*CTR]		[*CTR]		[*CTR]

 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
209		[*CTR]		[*CTR]		[*CTR]
210		[*CTR]		[*CTR]		[*CTR]
211		[*CTR]		[*CTR]		[*CTR]
212		[*CTR]		[*CTR]		[*CTR]
213		[*CTR]		[*CTR]		[*CTR]
214		[*CTR]		[*CTR]		[*CTR]
215		[*CTR]		[*CTR]		[*CTR]
216		[*CTR]		[*CTR]		[*CTR]
217		[*CTR]		[*CTR]		[*CTR]
218		[*CTR]		[*CTR]		[*CTR]
219		[*CTR]		[*CTR]		[*CTR]
220		[*CTR]		[*CTR]		[*CTR]
221		[*CTR]		[*CTR]		[*CTR]
222		[*CTR]		[*CTR]		[*CTR]
223		[*CTR]		[*CTR]		[*CTR]
224		[*CTR]		[*CTR]		[*CTR]
225		[*CTR]		[*CTR]		[*CTR]
226		[*CTR]		[*CTR]		[*CTR]
227		[*CTR]		[*CTR]		[*CTR]
228		[*CTR]		[*CTR]		[*CTR]
229		[*CTR]		[*CTR]		[*CTR]
230		[*CTR]		[*CTR]		[*CTR]
231		[*CTR]		[*CTR]		[*CTR]
232		[*CTR]		[*CTR]		[*CTR]
233		[*CTR]		[*CTR]		[*CTR]
234		[*CTR]		[*CTR]		[*CTR]
235		[*CTR]		[*CTR]		[*CTR]
236		[*CTR]		[*CTR]		[*CTR]
237		[*CTR]		[*CTR]		[*CTR]
238		[*CTR]		[*CTR]		[*CTR]
239		[*CTR]		[*CTR]		[*CTR]
240		[*CTR]		[*CTR]		[*CTR]
241		[*CTR]		[*CTR]		[*CTR]
242		[*CTR]		[*CTR]		[*CTR]
243		[*CTR]		[*CTR]		[*CTR]

 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
244		[*CTR]		[*CTR]		[*CTR]
245		[*CTR]		[*CTR]		[*CTR]
246		[*CTR]		[*CTR]		[*CTR]
247		[*CTR]		[*CTR]		[*CTR]
248		[*CTR]		[*CTR]		[*CTR]
249		[*CTR]		[*CTR]		[*CTR]
250		[*CTR]		[*CTR]		[*CTR]
251		[*CTR]		[*CTR]		[*CTR]
252		[*CTR]		[*CTR]		[*CTR]
253		[*CTR]		[*CTR]		[*CTR]
254		[*CTR]		[*CTR]		[*CTR]
255		[*CTR]		[*CTR]		[*CTR]
256		[*CTR]		[*CTR]		[*CTR]
257		[*CTR]		[*CTR]		[*CTR]
258		[*CTR]		[*CTR]		[*CTR]
259		[*CTR]		[*CTR]		[*CTR]
260		[*CTR]		[*CTR]		[*CTR]

 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

EXHIBIT 2 to AMENDMENT NO. 3

FORM OF CFM ENGINE WARRANTY AGREEMENT

ENGINE WARRANTY ASSIGNMENT AGREEMENT ([YEAR] MSN [MSN])

THIS ENGINE WARRANTY ASSIGNMENT AGREEMENT ([YEAR MSN [MSN]) (the “Assignment Agreement”) dated as of                  , 201     is made by and between American Airlines, Inc., a corporation organized under the laws of Delaware (the “Assignor”), and Wells Fargo Bank Northwest, National Association, not in its individual capacity, but solely as Owner Trustee (the “Assignee”). Unless the context otherwise requires, terms which are capitalized but not otherwise defined herein shall have the meaning given to them in the General Terms Agreement or Lease, as applicable, such terms being as themselves herein defined.

W I T N E S S E T H:

WHEREAS:

 

(A)

The Assignor and the Engine Manufacturer are parties to the General Terms Agreement providing, among other things, for product support, including warranties for the support, of the engines covered thereby, including the Engines, and related equipment given to the Assignor by the Engine Manufacturer;

 

(B)	The Assignee has agreed to enter into agreements with Airbus S.A.S. (“Airbus”) and the Assignor, pursuant to which the Assignee has agreed that it will purchase the Aircraft from Airbus and contemporaneously lease the Aircraft, including the Engines, to the Assignor pursuant to the Lease;

 

(C)

In connection with the purchase of the Aircraft, the Assignee wishes to acquire certain rights and interest in and to warranties relating to the Engines, and the Assignor, on the terms and conditions hereinafter set forth, is willing to assign to the Assignee such rights and interests of the Assignor in and to such warranties, and the Assignee is willing to accept such assignment, as hereinafter set forth; and

 

(D)	The Engine Manufacturer is willing to execute and deliver to the Assignee the Engine Consent and Agreement in substantially the form of Schedule 1 hereto (the “Engine Consent and Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1.	Definitions.

For all purposes of this Assignment Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following meanings:

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“Aircraft” shall mean one Airbus Model [model] aircraft bearing manufacturer’s serial number             , including the Engines installed on such aircraft.

“Engine” shall mean each of the CFM56-5B engines bearing manufacturer’s serial numbers              and             .

“Engine Manufacturer” shall mean CFM International, Inc., a Delaware corporation.

“Event of Default” has the meaning given to such term in the Lease.

“General Terms Agreement” shall mean the General Terms Agreement dated as of November 18, 2011 between the Engine Manufacturer and the Assignor, insofar as such General Terms Agreement relates to the Engines, as heretofore amended, modified or supplemented, but excluding all letter agreements thereto except Letter Agreement No. 2 to the extent specified paragraphs of Attachment A to Letter Agreement No. 2 form part of the Warranties.

“Lease” means the Lease Agreement ([Year] MSN [MSN]) dated as of                  , 201     and entered into between the Assignor and the Assignee, whereby the Assignee has agreed to lease the Engines to the Assignor.

“Letter Agreement No. 2” means Letter Agreement No. 2, dated November 18, 2011, to the General Terms Agreement between the Engine Manufacturer and the Assignor regarding CFM56-5B Model engines.

“Participation Agreement” means the Participation Agreement ([Year] MSN [MSN]) dated as of                  , 201     and entered into among Assignor, Assignee and the Owner Participant named therein, whereby the Assignee has agreed to lease the Engines to the Assignor and the Assignor has agreed to lease the Engines from the Assignee.

“Warranties” means, solely with respect to each Engine, and each Module and Product related to such Engine, the Standard Warranty, Reconditioning Alternative, Standard Part Warranty, Ultimate Life Warranty, Standard Ultimate Life Warranty Parts Credit Allowance, Campaign Change Warranty, Warranty for Special Tools and Ground Equipment, Warranty Pass-On, Vendor Back-Up Warranty and Vendor Interface Warranty, in each case as set forth in paragraphs A.2, A.3, B.2., C.1., C.2.b., D, E, F, G, and H, respectively, of the Engine Warranty Plan attached as Attachment A to Letter Agreement No. 2 which forms part of the General Terms Agreement, as limited by the applicable terms of the General Terms Agreement and the Engine Warranty Plan, which paragraphs are attached as Exhibit A hereto.

 

2.	Assignment and Authorization of Assignor.

 

2.1

The Assignor does hereby sell, assign, transfer and set over unto the Assignee, its successors and permitted assigns, all of the Assignor’s remaining rights and interests in and to the Warranties as and to the extent that the same relate to each Engine and the operation thereof, including, without limitation, in such assignment, (a) all claims for damages in

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respect of such Engine arising as a result of any default by the Engine Manufacturer in respect of the Warranties, and (b) any and all rights of the Assignor to compel performance of the terms of the Warranties; reserving exclusively to the Assignor, however, (i) all of the Assignor's rights and interests in and to the Warranties and/or the General Terms Agreement as and to the extent that the same relate to engines other than such Engine and the purchase and operation of such engines, and (ii) any and all letter agreements except Letter Agreement No. 2 to the extent specified paragraphs of Attachment A to Letter Agreement No. 2 form part of the Warranties. The Assignee hereby accepts such assignment.

 

2.2

Notwithstanding the foregoing, during the Term of the Lease, so long, and only so long, as no Event of Default shall have occurred and be continuing, the Assignee hereby authorizes the Assignor, to exercise in the Assignor's name all rights in respect of the Warranties as and to the extent that the same relate to each Engine, except that the Assignor may not enter into any change order or other amendment, modification or supplement to the General Terms Agreement in respect of the Warranties relating to any Engine without the prior written consent of the Assignee (such consent not to be unreasonably withheld or delayed) if such change order, amendment, modification or supplement would result in any rescission, cancellation or termination of the Warranties with respect to such Engine or otherwise adversely affect the rights of the Assignee under the Warranties with respect to such Engine.

 

2.3

For all purposes of this Assignment Agreement, the Engine Manufacturer shall not be deemed to have knowledge of and need not recognize the occurrence, the continuance or the discontinuance of any Event of Default, or the expiration of the Term of the Lease (either by the passage of time or termination), unless and until the Engine Manufacturer shall have received from the Assignee written notice thereof addressed to the Engine Manufacturer’s General Counsel - Commercial Engines at CFM International, Inc., c/o GE Aviation, One Neumann Way, Mail Drop F125, Cincinnati, Ohio 45215-6301, U.S.A., with copy to: Attn: Contracts Administration, CFM International, Inc., 1 Neumann Way, Mail Drop Y7, Cincinnati, OH 45215, U.S.A., and, in acting in accordance with the Warranties, the General Terms Agreement and this Assignment Agreement, the Engine Manufacturer may conclusively rely on such notice. Until such time as notice of an Event of Default, or of the expiration of the Term of the Lease (either by the passage of time or termination), shall have been given by the Assignee to the Engine Manufacturer, the Engine Manufacturer shall with respect to the Warranties deal solely and exclusively with the Assignor. The Assignee shall promptly, after all Events of Default have been remedied or waived, give written notice of the same to the Engine Manufacturer’s General Counsel - Commercial Engines as provided above, with a copy to the Assignor at its address for notices set forth in the Lease, and upon the Engine Manufacturer's receipt of such notice, the Engine Manufacturer shall resume the sole and exclusive dealings with the Assignor authorized, in the absence of notice of an Event of Default, or the expiration of the Term of the Lease (either by the passage of time or termination), by this Section 2 and by the Engine Consent and Agreement.

 

2.4

Notwithstanding anything herein to the contrary, if at any time an Event of Default shall have occurred and be continuing: (i) at Assignee’s option, the authorization to exercise the Warranties given to Assignor under Section 2.2 shall henceforth cease to be effective, and the right to exercise such Warranties shall automatically revert to Assignee without further action

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by Assignee or Assignor (however, such reversion shall not be binding on the Engine Manufacturer until the Engine Manufacturer receives written notice thereof), and Assignee shall, to the exclusion of Assignor, be entitled to assert and enforce such rights, claims and interests, whether as substitute party plaintiff or otherwise, and Assignor shall cooperate with Assignee to enforce such rights, claims and interests; and (ii) whether or not Assignee exercises its option under clause (i) above, Assignee shall be entitled to receive all proceeds resulting from any such assertion or enforcement of rights, claims or interests (and any such proceeds received by Assignor shall be promptly paid over to Assignee) and, after deducting from the proceeds thereof all costs and expenses, including reasonable attorneys’ fees that may have been incurred by Assignee in connection therewith, Assignee may hold the remaining proceeds as security under the Lease until Assignor shall have cured, or Assignee in writing shall have waived, all Events of Default, or at Assignee’s option, apply all or any such remaining proceeds to the payment of any obligation of Assignor at the time due under the Lease and the balance, if any, shall be payable to Assignor when Assignor shall have cured, or Assignee shall have waived, all Events of Default.

 

3.	Assignor’s Continuing Obligations.

 

3.1

It is expressly agreed that, notwithstanding anything herein contained to the contrary: (a) the Assignor shall at all times remain liable to the Engine Manufacturer under the terms and conditions of the General Terms Agreement to perform all duties and obligations of the Assignor thereunder to the same extent as if this Assignment Agreement had not been executed, (b) the exercise by the Assignee of any of the rights assigned hereunder shall not release the Assignor from any of its duties or obligations to the Engine Manufacturer under the General Terms Agreement, except to the extent that such exercise by the Assignee shall constitute performance of such duties and obligations, (c) the Assignor will exercise its rights and perform its obligations under the General Terms Agreement in respect of each Engine to the extent that such rights and obligations have not been assigned hereunder, and (d) except as specifically provided in Section 3.2 with respect to the Assignee, the Assignee shall not have any obligation or liability under the General Terms Agreement by reason of or arising out of this Assignment Agreement or be obligated to perform any of the obligations or duties of the Assignor under the General Terms Agreement or to make any payment or to make any inquiry as to the sufficiency of any payment received by it or to present or file and claim or to take any action to collect or enforce any claim for any payment assigned hereunder.

 

3.2

Notwithstanding anything contained in this Assignment Agreement to the contrary (but without in any way releasing the Assignor from any of its duties or obligations under the General Terms Agreement), the Assignee confirms expressly for the benefit of the Engine Manufacturer that, in exercising any rights in and to the Warranties, or in making any claim with respect thereto, the applicable terms and conditions of the General Terms Agreement (including any conditions, liabilities, and limitations), and the Warranties, shall apply to and be binding upon the Assignee to the same extent as the Assignor.

 

3.3	Nothing contained herein shall subject the Engine Manufacturer to any obligation or liability to which it would not otherwise be subject under the General Terms Agreement or

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modify in any respect the contract rights of the Engine Manufacturer thereunder or subject the Engine Manufacturer to any multiple or duplicative obligation or liability under the General Terms Agreement or limit any rights of set-off the Engine Manufacturer may have against the Assignor under applicable law. No further assignment of any remaining Warranties, including, but not limited to, assignments for security purposes, are permitted without the express prior written consent of the Engine Manufacturer.

 

3.4	So long as the Engine Manufacturer acts in good faith in accordance with this Assignment Agreement, the Engine Manufacturer may rely conclusively on any notice given by the Assignee hereunder without inquiring as to the accuracy of, or the entitlement of the Assignee to give, such notice.

 

4.	Further Assistance.

 

4.1

The Assignor agrees that, at any time and from time to time upon the written request of the Assignee, the Assignor will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Assignee shall reasonably request in order to obtain the full benefits of this Assignment Agreement and of the rights and powers herein granted.

 

5.	Representations, Warranties and Covenants.

 

5.1

The Assignor does hereby represent and warrant that (i) a true and complete copy of the Warranties have been provided to the Assignee and that such provisions constitute all the provisions of the Warranties relevant to the rights assigned pursuant hereto, (ii) the General Terms Agreement is in full force and effect and is enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally, and the Assignor and the Engine Manufacturer are not in default thereunder, (iii) the Assignor has, with the authorized execution of the Engine Consent and Agreement, received all necessary consents to assignment of the rights contemplated herein, and (iv) the rights assigned and transferred by the Assignor under Section 2, subject to the rights expressly reserved by this Assignment Agreement, are all the representations, warranties and indemnities provided to the Assignor by the Engine Manufacturer with respect to the rights assigned hereby relating to the Warranties.

 

5.2

The Assignor does hereby represent and warrant that it has not assigned or pledged the Warranties as they relate to any Engine to anyone other than the Assignee, and hereby covenants that the Assignor will not, without the prior written consent of the Assignee, assign or pledge the whole or any part of the Warranties that relates to any Engine. The Assignee shall not assign the whole or any part of the Warranties hereby assigned in respect of any Engine unless (i) such assignment is back to the Assignor in connection with the substitution of such Engine pursuant to Section 8(d) of the Lease or (ii) such assignment is consented to in writing by the Engine Manufacturer.

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5.3

The Assignee agrees that it will not enter into any agreement with the Engine Manufacturer that would amend, modify, rescind, cancel or terminate the General Terms Agreement in respect of the Warranties or take other action to amend, modify, rescind, cancel or terminate any of the Assignor's rights in respect of the Warranties, without the prior written consent of the Assignor, except if the Engine Manufacturer shall have been notified in writing that an Event of Default has occurred and is continuing or the Term of the Lease has expired (either by the passage of time or termination).

 

5.4

Each of the Assignor and the Assignee agrees that this Assignment Agreement may not be amended, modified, supplemented, terminated or waived orally. Any and all amendments, extensions, modifications, supplements, terminations or waivers must be presented in writing and be signed by the Engine Manufacturer and the party against whom the enforcement of such amendment, modification, supplement, termination or waiver is sought to be charged.

 

6.	Confidentiality.

 

6.1

The Assignee agrees, expressly for the benefit of the Engine Manufacturer, that it will not, without the prior written consent of the Engine Manufacturer, disclose, directly or indirectly to any third party, any terms of the Warranties or any other portion of the General Terms Agreement at any time disclosed to it by the Assignor incident to effecting the assignment herein; provided, that (a) the Assignee may use, retain, and disclose any such information to its representatives, agents, employees, auditors, counsel and accountants, who shall maintain the confidentiality of such terms, (b) the Assignee may disclose any such terms as required by applicable law, governmental regulations, subpoena, or other written demand under color of legal right for such information but it shall first, as soon as practicable upon receipt of such demand and to the extent permitted by applicable laws, furnish a copy thereof to the Assignor and the Engine Manufacturer, and the Assignee shall afford the Assignor and the Engine Manufacturer reasonable opportunity, at the moving party's cost and expense, to obtain a protective order or other satisfactory assurance reasonably satisfactory to the Engine Manufacturer of confidential treatment for the information required to be disclosed, (c) the Assignee may disclose such terms to any bona fide potential purchaser or lessee of the Engines or to any bona fide potential financing party providing financing in respect of the Engines and/or the Aircraft, subject to execution by such prospective purchaser, lessee or financing party of a written confidentiality statement setting forth the same or substantially similar terms as those referred to in this Section 6, and (d) the Assignee may disclose such terms as permitted under Section 10.4 of the Participation Agreement as if this Assignment Agreement were specifically referred to therein, and subject to execution by such persons to whom the disclosure is made under Section 10.4 of a written confidentiality statement setting forth the same or substantially similar terms as those referred to in this Section 6.

 

7.	Miscellaneous.

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7.1	This Assignment Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

 

7.2	This Assignment Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, United States of America.

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IN WITNESS WHEREOF, the parties hereto have caused this Engine Warranty Assignment Agreement ([YEAR] MSN [MSN]) to be duly executed and effective as of the day and year first above written.

 

AMERICAN AIRLINES, INC.
By:
Name:
Title:

WELLS FARGO BANK NORTHWEST,

NATIONAL ASSOCIATION,

not in its individual capacity, but solely as

Owner Trustee

 

By:
Name:
Title:

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SCHEDULE 1

FORM OF ENGINE CONSENT AND AGREEMENT ([YEAR] MSN [MSN])

CFM International, Inc., a Delaware corporation (the “Engine Manufacturer”), hereby acknowledges notice and receipt of the Engine Warranty Assignment Agreement ([YEAR] MSN [MSN]) made by and between American Airlines, Inc. (the “Assignor”) and Wells Fargo Bank Northwest, National Association, not in its individual capacity, but solely as Owner Trustee (the “Assignee”), dated as of                      , 201     (the “Assignment Agreement”). Terms defined in the Assignment Agreement shall be used herein with the same meaning.

The Engine Manufacturer hereby consents to the assignment of the Warranties by the Assignor to the Assignee pursuant to the Assignment Agreement and hereby confirms to the Assignee that (a) all representations, warranties, indemnities, and agreements of the Engine Manufacturer under the Warranties with respect to the Engines shall, subject to the terms and conditions thereof, inure to the benefit of the Assignee to the same extent as to Assignor therein except as provided otherwise in Section 2 of the Assignment Agreement; (b) the Assignee shall not be liable for any of the obligations or duties of the Assignor under the General Terms Agreement, nor shall the Assignment Agreement give rise to any duties or obligations whatsoever on the part of the Assignee owing to the Engine Manufacturer, except for the Assignee’s agreement in the Assignment Agreement with respect to the Engines to the effect that in exercising any right assigned to it under the Warranties or in making any claim with respect thereto, the terms and conditions of the General Terms Agreement (including any conditions, liabilities, and limitations) relating to any Engine, and the Warranties, shall apply to and be binding upon the Assignee to the same extent as the Assignor; and (c) the Engine Manufacturer will continue to pay to the Assignor all payments that the Engine Manufacturer may be required to make (and that have been assigned to Assignee under the Assignment Agreement) in respect of any Engine under the Warranties unless and until the Engine Manufacturer shall have received written notice from the Assignee, addressed to its General Counsel - Commercial Engines at CFM International, Inc., c/o GE Aviation, One Neumann Way, Mail Drop F125, Cincinnati, Ohio 45215-6301, U.S.A., with copy to: Attn: Contracts Administration, CFM International, Inc., 1 Neumann Way, Mail Drop Y7, Cincinnati, OH 45215, U.S.A., that an Event of Default has occurred and is continuing or the Term of the Lease has expired (either by the passage of time or termination) and that payments should be made otherwise.

The Engine Manufacturer shall not be deemed to have knowledge of any change in the authority of Assignor or Assignee, as the case may be, to exercise the rights established in the Assignment Agreement until the Engine Manufacturer has received written notice thereof. Any performance by the Engine Manufacturer that discharges its obligations under the Warranties in accordance with the terms of the General Terms Agreement as of the date hereof will satisfy the respective interests of the Assignor and Assignee. So long as the Engine Manufacturer acts in good faith in accordance with the Assignment Agreement and this Engine Consent and Agreement, the Engine Manufacturer may rely conclusively on any notice given by the Assignee without inquiring as to the accuracy of, or the entitlement of the Assignee to give such notice.

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Notwithstanding any provision to the contrary in this Engine Consent and Agreement or in the Assignment Agreement, the Engine Manufacturer shall not be construed as being a party to the Assignment Agreement and nothing contained herein shall subject the Engine Manufacturer to any multiple or duplicative liability or to any obligation or liability to which it would not otherwise be subject under the General Terms Agreement other than the fact that such obligation or liability in respect to the Warranties shall be owed to the Assignee and such rights shall be exercisable subject to the rights of the assignment created under the Assignment Agreement. Nothing contained herein shall modify in any respect the contract rights of the Engine Manufacturer under the General Terms Agreement or limit any rights of set-off the Engine Manufacturer may have under applicable law. No further assignment of any remaining Warranties, including, without limitation, assignments for security purposes, are permitted without the express written consent of the Engine Manufacturer; provided that the Assignee may assign the Warranties in respect of any Engine back to the Assignor in connection with the substitution of such Engine pursuant to Section 8(d) of the Lease, in which case the Assignee shall give the Engine Manufacturer a written notice of such assignment, addressed to its General Counsel - Commercial Engines at CFM International, Inc., c/o GE Aviation, One Neumann Way, Mail Drop F125, Cincinnati, Ohio 45215-6301, U.S.A.

To the extent permitted by applicable law, this Engine Consent and Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Dated as of                 , 201    

 

CFM INTERNATIONAL, INC.
By:
Name:
Title:

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WARRANTIES

[To be attached]

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EXHIBIT 3 TO AMENDMENT NO. 3

FORM OF IAE ENGINE WARRANTY AGREEMENT

ENGINE WARRANTY ASSIGNMENT AGREEMENT ([YEAR] MSN [MSN])^[Ftnt]

THIS ENGINE WARRANTY ASSIGNMENT AGREEMENT ([YEAR] MSN [MSN]) (the “Assignment Agreement”) dated as of                 , 201     is made by and among IAE International Aero Engines AG, a joint stock company organized and existing under the laws of Switzerland (the “Engine Manufacturer”), American Airlines, Inc., a corporation organized under the laws of Delaware (the “Assignor”), and Lessor, not in its individual capacity, but solely as Owner Trustee (the “Assignee”). Unless the context otherwise requires, terms which are capitalized but not otherwise defined herein shall have the meaning given to them in the General Terms Agreement or Lease, as applicable, such terms being as themselves herein defined.

W I T N E S S E T H:

WHEREAS:

 

(A)	The Assignor and the Engine Manufacturer are parties to the General Terms Agreement providing, among other things, for product support, including warranties for the support, of the Engines given to the Assignor by the Engine Manufacturer;

 

(B)	The Assignee has agreed to enter into agreements with Airbus S.A.S. (“Airbus”) and the Assignor, pursuant to which the Assignee has agreed that it will purchase the Aircraft from Airbus and contemporaneously lease the Aircraft to the Assignor pursuant to the Lease;

 

(C)

In connection with the purchase of the Aircraft, the Assignee wishes to acquire certain rights and interest in and to warranties relating to the Engines, and the Assignor, on the terms and conditions hereinafter set forth, is willing to assign to the Assignee such rights and interests of the Assignor in and to such warranties, and the Assignee is willing to accept such assignment, as hereinafter set forth; and

 

(D)	The Engine Manufacturer is willing to consent to such assignment, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

[Ftnt]

Insert this Form of Engine Warranty Assignment Agreement as Exhibit H to the Participation Agreement for A321 Aircraft.

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1.	Definitions.

For all purposes of this Assignment Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following meanings:

“Aircraft” shall mean one Airbus Model A321-200 aircraft bearing manufacturer’s serial number         , including the Engines installed on such aircraft.

“Engine” shall mean each of the IAE V2533-A5 engines bearing manufacturer’s serial numbers          and         .

“Event of Default” has the meaning given to such term in the Lease.

“General Terms Agreement” shall mean the General Terms Agreement dated as of November 18, 2011 between the Engine Manufacturer and the Assignor, insofar as such General Terms Agreement relates to the Engines, as heretofore amended, modified or supplemented.

“Lease” means the Lease Agreement ([Year] MSN [MSN]) dated as of                 , 201     and entered into between the Assignor and the Assignee, whereby the Assignee has agreed to lease the Engines to the Assignor.

“Module” has the meaning set forth in Section VI, paragraph P of the IAE International Aero Engines AG V2500 Engine and Parts Service Policy attached as Annex 2 to this Assignment Agreement.

“Participation Agreement” means the Participation Agreement ([Year] MSN [MSN]) dated as of                  , 201     and entered into among Assignor, Assignee and the Owner Participant named therein, whereby the Assignee has agreed to lease the Engines to the Assignor and the Assignor has agreed to lease the Engines from the Assignee.

“Product” means each product related to the Engines as may be offered for sale and/or provided by Engine Manufacturer from time to time, and which are covered under the Warranties.

“Warranties” means, solely with respect to each Engine, Module and Product, the Engine Manufacturer’s warranties set forth in Attachment 1 hereto, consisting of the General Terms Agreement Section 11.1 and Section 11.4, and Attachment 2 hereto, consisting of the IAE International Aero Engines AG V2500 Engine and Parts Service Policy.

 

2.	Assignment.

 

2.1	The Assignor does hereby sell, assign, transfer and set over unto the Assignee, its successors and permitted assigns, all of the Assignor’s remaining rights and interests in

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and to the Warranties as and to the extent that the same relate to each Engine and the operation thereof, including, without limitation, in such assignment, (a) all claims for damages in respect of such Engine arising as a result of any default by the Engine Manufacturer in respect of the Warranties, and (b) any and all rights of the Assignor to compel performance of the terms of the Warranties; reserving exclusively to the Assignor, however, all of the Assignor's rights and interests in and to the Warranties and/or the General Terms Agreement as and to the extent that the same relate to engines other than such Engine and the purchase and operation of such engines. The Assignee hereby accepts such assignment, and the Engine Manufacturer hereby consents to such assignment on the terms and conditions stated herein and hereby confirms to the Assignee that all representations, warranties, indemnities, and agreements of the Engine Manufacturer under the Warranties with respect to the Engines shall inure to the benefit of the Assignee to the same extent as to the Assignor except as provided otherwise in Section 2.2 below.

 

2.2

Notwithstanding the foregoing, during the Term of the Lease, so long, and only so long, as no Event of Default shall have occurred and be continuing, the Assignee hereby authorizes the Assignor, to exercise in the Assignor's name all rights in respect of the Warranties as and to the extent that the same relate to each Engine, except that the Assignor may not enter into any change order or other amendment, modification or supplement to the Warranties relating to any Engine without the prior written consent of the Assignee (such consent not to be unreasonably withheld or delayed) if such change order, amendment, modification or supplement would result in any rescission, cancellation or termination of the Warranties with respect to such Engine or otherwise adversely affect the rights of the Assignee under the Warranties with respect to such Engine.

 

2.3

For all purposes of this Assignment Agreement, the Engine Manufacturer shall not be deemed to have knowledge of and need not recognize the occurrence, the continuance or the discontinuance of any Event of Default, or the expiration of the Term of the Lease (either by the passage of time or termination), unless and until the Engine Manufacturer shall have received from the Assignee written notice thereof addressed to the Engine Manufacturer’s Chief Legal Officer, at IAE International Aero Engines AG, 400 Main Street, East Hartford, Connecticut 06108 M/S 121-10 U.S.A., and, in acting in accordance with the Warranties and this Assignment Agreement, the Engine Manufacturer may conclusively rely on such notice. Until such time as notice of an Event of Default, or of the expiration of the Term of the Lease (either by the passage of time or termination), shall have been given by the Assignee to the Engine Manufacturer, the Engine Manufacturer shall with respect to the Warranties deal solely and exclusively with the Assignor. Upon receipt by Engine Manufacturer, from Assignee, of written notice of an Event of Default, or of the expiration of Term of the Lease (either by the passage of time or termination), in either case provided in accordance with this Section 2.3, the Engine Manufacturer shall with respect to the Warranties deal solely and exclusively with the Assignee. From the date of any such notice, the Engine Manufacturer shall have no liability whatsoever in any respect to Assignor with respect to the Warranties except if the Engine Manufacturer receives written notice from the Assignee that all Events of Default have been remedied or waived in accordance with the following sentence. The Assignee shall promptly, after all Events of Default have been remedied or waived, give written notice of the same to the Engine Manufacturer’s Chief Legal Officer as provided above, with a copy to the Assignor at its address for notices set forth in the Lease,

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and upon the Engine Manufacturer’s receipt of such notice, the Engine Manufacturer shall resume the sole and exclusive dealings with the Assignor authorized, in the absence of notice of an Event of Default, or the expiration of the Term of the Lease (either by the passage of time or termination), by this Section 2.

 

2.4

Notwithstanding anything herein to the contrary, if at any time an Event of Default shall have occurred and be continuing: (i) at Assignee’s option, the authorization to exercise the Warranties given to Assignor under Section 2.2 shall henceforth cease to be effective and the right to exercise such Warranties shall automatically revert to Assignee without further action by Assignee or Assignor (however, such reversion shall not be binding on the Engine Manufacturer until the Engine Manufacturer receives written notice thereof), and Assignee shall, to the exclusion of Assignor, be entitled to assert and enforce such rights, claims and interests, and Assignor shall cooperate with Assignee to enforce such rights, claims and interests; and (ii) whether or not Assignee exercises its option under clause (i) above, Assignee shall be entitled to receive all proceeds resulting from any such assertion or enforcement of rights, claims or interests (and any such proceeds received by Assignor shall be promptly paid over to Assignee) and, after deducting from the proceeds thereof all costs and expenses, including reasonable attorneys’ fees that may have been incurred by Assignee in connection therewith, Assignee may hold the remaining proceeds as security under the Lease until Assignor shall have cured, or Assignee in writing shall have waived, all Events of Default, or at Assignee’s option, apply all or any such remaining proceeds to the payment of any obligation of Assignor at the time due under the Lease and the balance, if any, shall be payable to Assignor when Assignor shall have cured, or Assignee shall have waived, all Events of Default.

 

3.	Assignor’s Continuing Obligations.

 

3.1

It is expressly agreed that, notwithstanding anything herein contained to the contrary: (a) the Assignor shall at all times remain liable to the Engine Manufacturer under the terms and conditions of the General Terms Agreement and the Warranties to perform all duties and obligations of the Assignor thereunder to the same extent as if this Assignment Agreement had not been executed, (b) the exercise by the Assignee of any of the rights assigned hereunder shall not release the Assignor from any of its duties or obligations to the Engine Manufacturer under the General Terms Agreement and the Warranties, except to the extent that such exercise by the Assignee shall constitute performance of such duties and obligations, (c) the Assignor will exercise its rights and perform its obligations under the General Terms Agreement and the Warranties in respect of each Engine to the extent that such rights and obligations have not been assigned hereunder, and (d) except as specifically provided in Section 3.2 with respect to the Assignee, the Assignee shall not have any obligation or liability under the General Terms Agreement or the Warranties by reason of or arising out of this Assignment Agreement or be obligated to perform any of the obligations or duties of the Assignor under the General Terms Agreement or the Warranties or to make any payment or to make any inquiry as to the sufficiency of any payment received by it or to present or file and claim or to take any action to collect or enforce any claim for any payment assigned hereunder.

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3.2

Notwithstanding anything contained in this Assignment Agreement to the contrary (but without in any way releasing the Assignor from any of its duties or obligations under the General Terms Agreement and the Warranties), the Assignee confirms expressly for the benefit of the Engine Manufacturer that, in exercising any rights in and to the Warranties, or in making any claim with respect thereto, the applicable terms and conditions of the Warranties and this Assignment Agreement shall apply to and be binding upon the Assignee to the same extent as the Assignor.

 

3.3

Nothing contained herein shall subject the Engine Manufacturer to any obligation or liability to which it would not otherwise be subject under the General Terms Agreement or the Warranties or modify in any respect the contract rights of the Engine Manufacturer thereunder or subject the Engine Manufacturer to any multiple or duplicative obligation or liability under the General Terms Agreement or the Warranties or limit any rights of set-off the Engine Manufacturer may have against the Assignor under applicable law. No further assignment of any remaining Warranties, including, but not limited to, assignments for security purposes, are permitted without the express prior written consent of the Engine Manufacturer.

 

3.4

So long as the Engine Manufacturer acts in good faith in accordance with this Assignment Agreement, the Engine Manufacturer may rely conclusively on any notice given by the Assignee hereunder without inquiring as to the accuracy of, or the entitlement of the Assignee to give, such notice. The Engine Manufacturer shall not be liable to either Assignee or Assignor for any costs, expenses, losses, or liabilities incurred by Assignor or Assignee as a result of the Engine Manufacturer’s reliance on such notice to the extent that the information provided in such notice proves to be incorrect. In such event, Assignor will look solely to Assignee for any damages incurred by Assignor as a result of such incorrect notice.

 

4.	Further Assistance.

The Assignor agrees that, at any time and from time to time upon the written request of the Assignee, the Assignor will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Assignee shall reasonably request in order to obtain the full benefits of this Assignment Agreement and of the rights and powers herein granted.

 

5.	Representations, Warranties and Covenants.

 

5.1

The Assignor and the Engine Manufacturer do hereby represent and warrant that (i) a true and complete copy of the assignable Warranties have been provided to the Assignee in Attachment 1 and Attachment 2 to this Assignment Agreement and that such provisions constitute all the provisions of the Warranties relevant to the rights assigned pursuant hereto, (ii) the General Terms Agreement and the Warranties are in full force and effect and are enforceable in accordance with their respective terms, except as such enforceability

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may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors’ rights generally, and the Assignor and the Engine Manufacturer are not in default thereunder, (iii) the Assignor has, with the authorized execution of this Assignment Agreement by the Engine Manufacturer, received all necessary consents to assignment of the rights contemplated herein, and (iv) the rights assigned and transferred by the Assignor under Section 2, subject to the rights expressly reserved by this Assignment Agreement, are all the assignable representations, warranties and indemnities provided to the Assignor by the Engine Manufacturer with respect to the rights assigned hereby relating to the Warranties.

 

5.2

The Assignor does hereby represent and warrant that it has not assigned or pledged the Warranties as they relate to any Engine to anyone other than the Assignee, and hereby covenants that the Assignor will not, without the prior written consent of the Assignee, assign or pledge the whole or any part of the Warranties that relates to any Engine. The Assignee shall not assign the whole or any part of the Warranties hereby assigned in respect of any Engine unless (i) such assignment is back to the Assignor in connection with the substitution of such Engine pursuant to Section 8(d) of the Lease or (ii) such assignment is consented to in writing by the Engine Manufacturer.

 

5.3

The Assignee agrees that it will not enter into any agreement with the Engine Manufacturer that would amend, modify, rescind, cancel or terminate the Warranties or take other action to amend, modify, rescind, cancel or terminate any of the Assignor’s rights in respect of the Warranties, without the prior written consent of the Assignor, except if the Engine Manufacturer shall have been notified in writing that an Event of Default has occurred and is continuing or the Term of the Lease has expired (either by the passage of time or termination).

 

5.4

The Assignor, Engine Manufacturer and the Assignee agree that this Assignment Agreement may not be amended, extended, modified, supplemented, terminated or waived orally. Any and all amendments, extensions, modifications, supplements, terminations or waivers must be presented in writing and be signed by all parties.

 

6.	Confidentiality.

 

6.1

The Assignee agrees, expressly for the benefit of the Engine Manufacturer, that it will not, without the prior written consent of the Engine Manufacturer, disclose, directly or indirectly to any third party, any terms of the Warranties or any other portion of the General Terms Agreement at any time disclosed to it by the Assignor incident to effecting the assignment herein; provided, that (a) the Assignee may use, retain, and disclose any such information to its representatives, agents, employees, bank examiners, auditors, accountants and legal counsel, each with a need to know such information, who shall maintain the confidentiality of such terms, (b) the Assignee may disclose any such terms as required by applicable law, governmental regulations, subpoena, or other written demand under color of legal right for such information but it shall first, as soon as practicable upon receipt of such demand and to the extent permitted by applicable laws, furnish a copy thereof to the Assignor and the Engine Manufacturer, and the Assignee shall afford the

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Assignor and the Engine Manufacturer reasonable opportunity, at the moving party’s cost and expense, to obtain a protective order or other satisfactory assurance reasonably satisfactory to the Engine Manufacturer of confidential treatment for the information required to be disclosed, and (c) the Assignee may disclose such terms of the Warranties to any Person with whom it is in good faith conducting negotiations relating to a possible Back-Leveraging Transaction or permitted transfer, sale or other disposition of its rights and obligations under the Participation Agreement, the Lease and the other Operative Documents, except for any direct competitor (that is, any aircraft engine manufacturer), or any indirect competitor (that is an aircraft engine maintenance, repair and overhaul provider), of the Engine Manufacturer, subject to execution by such Person of a written confidentiality statement setting forth the same or substantially similar terms as those referred to in this Section 6 and (d) the Assignee may disclose such terms of the Warranties to any bona fide potential purchaser or lessee of the Engines or to any bona fide potential financing party providing financing in respect of the Engines and/or the Aircraft, except for any direct competitor (that is, any aircraft engine manufacturer), or any indirect competitor (that is an aircraft engine maintenance, repair and overhaul provider), of the Engine Manufacturer, subject to execution by such Person of a written confidentiality statement setting forth the same or substantially similar terms as those referred to in this Section 6.

 

7.

Export.

 

7.1

The export and re-export, transfer, re-transfer, diversion or import of Engines, Modules, commodities, technical data, software, goods and services (including products derived from or based on such technical data) received directly or indirectly from Engine Manufacturer (“Goods”) are subject to Export Laws. Each of Engine Manufacturer, Assignor and Assignee agrees that it will not, directly or indirectly, knowingly sell, export, re-export, transfer, divert, or otherwise dispose of any Goods to any Prohibited Party without obtaining prior authorization from the relevant government authorities as required pursuant to Export Laws.

 

7.2	For purposes of this Section 7:

“Export Laws” shall include, but are not limited to, the U.S. Commerce Department’s Export Administration Regulations (“EAR”), U.S. State Department’s International Traffic in Arms Regulations (“ITAR”), U.S. Treasury Department’s Foreign Assets Control Regulations, Nuclear Regulatory Commission Regulations and the U.S. Energy Department’s Assistance to Foreign Atomic Energy Activities Regulations, the European Union Council Regulation (EC) No. 428/2009; and

“Prohibited Parties” mean, collectively, those countries, and persons and entities from those countries, on which the U.S., German, British, Japanese or European Union Governments (“Applicable Governments”) maintain an embargo or sanctions and those entities and individuals on the Applicable Governments’ lists of restricted or denied parties pursuant to applicable export laws.

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7.3

The Engine Manufacturer shall have the right to suspend performance of its obligations under this Assignment Agreement towards the Assignor or the Assignee, as the case may be, in the event that the Engine Manufacturer has reason to believe that such party is about to or has breached any Export Laws. The Engine Manufacturer shall resume performance at such time as the subject breach is resolved. If permitted by the relevant Export Laws, the Engine Manufacturer will, prior to any suspension of its performance under this Assignment Agreement or, if not possible (acting reasonably), immediately after any suspension of its performance under this Assignment Agreement, notify the Assignor and the Assignee in writing stating the grounds for its reason to believe that the Assignor or the Assignee, as the case may be, has breached the Export Laws.

 

8.	Limitation of Liability of Engine Manufacturer.

The express provisions of the Warranties set forth the maximum liability of IAE with respect to any claims relating to the Warranties. In the event of any conflict or inconsistency between the express provisions of the Warranties and any illustrations contained therein, the express provisions shall apply. In no event will Engine Manufacturer have any liability for any indirect, incidental, special, or consequential damages under the Warranties. Notwithstanding the foregoing, nothing herein shall limit Engine Manufacturer’s obligations and liabilities (1) to the extent caused by or arising out of the gross negligence or willful misconduct of Engine Manufacturer, (2) to the extent of any express indemnity obligation of Engine Manufacturer in this Assignment Agreement or the Warranties or (3) with regard to injury, damage, cost or expense, or other liability claimed by any third party, whether asserted against Assignor or its affiliates, Assignee or its affiliates or Engine Manufacturer or its shareholders.

 

8.	Miscellaneous.

 

8.1

The Engine Manufacturer shall incur no new or additional obligations, costs, expenses or liabilities whatsoever by reason of this Agreement or the transaction contemplated hereby. Nothing in this Agreement shall subject the Engine Manufacturer to any multiple or duplicate liability or obligations under the Warranties or the General Terms Agreement, except in the event that the Engine Manufacturer fails to deal solely and exclusively with Assignor or Assignee, as the case may be, in accordance with Section 2.

 

8.2	This Assignment Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

 

8.3	This Assignment Agreement and any claim arising out of or relating to this Assignment Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, United States of America.

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IN WITNESS WHEREOF, the parties hereto have caused this Engine Warranty Assignment Agreement (MSN             ) to be duly executed and effective as of the day and year first above written.

 

AMERICAN AIRLINES, INC.
By:
Name:
Title:

WELLS FARGO BANK NORTHWEST,

NATIONAL ASSOCIATION,

not in its individual capacity, but solely as

Owner Trustee

 

By:
Name:
Title:

 

IAE INTERNATIONAL AERO ENGINES AG
By:
Name:
Title:

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ATTACHMENT 1

GENERAL TERMS AGREEMENT

SECTIONS 11.1 AND SECTIONS 11.4

[To be attached]

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ATTACHMENT 2

IAE INTERNATIONAL AERO ENGINES AG

V2500 ENGINE AND PARTS SERVICE POLICY

[To be attached]

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

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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

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(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

 

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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

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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

 

5

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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

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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.

 

 

Second Amendment to Credit and Guaranty Agreement

 

7

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Second Amendment to Credit and Guaranty Agreement

 

8

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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]

 

Term Loan Aggregate Principal Amount:

$                                         

Revolving Commitment:

$                                         

[Signature Page to Second Amendment to Credit and Guaranty Agreement]

Exhibit 10.125

AMERICAN AIRLINES GROUP INC.

2013 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (CASH-SETTLED) AWARD GRANT NOTICE

American Airlines Group Inc. (the “Company”), pursuant to its 2013 Incentive Award Plan (the “Plan”), grants to Participant, as identified below, a Restricted Stock Unit Award covering the number of Restricted Stock Units (the “Restricted Stock Units”) below (the “Award”). The Award consists of a Restricted Stock Unit (Cash-Settled) Award Agreement (the “Award Agreement”) and this Grant Notice. The Award is subject to all of the terms and conditions in this Grant Notice, the Award Agreement and the Plan.

Participant:                                                                                  

Date of Grant:                     , 20        

Number of Restricted Stock Units:                                         

VESTING SCHEDULE: Subject to acceleration as described in Section 2 of the Award Agreement, and if Participant has not experienced a separation from service as an Employee prior to the applicable vesting date, then the Restricted Stock Units shall vest and become payable to Participant solely in cash as follows: [alternate vesting schedules permissible]

[                ].

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: By accepting the Award, Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Award Agreement, and the Plan. Participant further acknowledges that this Grant Notice, the Award Agreement, and the Plan contain the entire understanding between Participant and the Company about the Award of the Restricted Stock Units and the cash payment pursuant to the Award and supersede all prior oral and written agreements on that subject except (i) awards previously granted to Participant under the Plan, and (ii) the following agreements only:

OTHER AGREEMENTS: [None or list agreements]

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AMERICAN AIRLINES GROUP INC.

2013 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (CASH-SETTLED) AWARD AGREEMENT

Pursuant to the Restricted Stock Unit Award (Cash-Settled) Grant Notice (“Grant Notice”) and this Restricted Stock Unit (Cash-Settled) Award Agreement (“Award Agreement”), American Airlines Group Inc. (the “Company”) has awarded Participant a Restricted Stock Unit Award under its 2013 Incentive Award Plan (the “Plan”) for the number of Restricted Stock Units (“Restricted Stock Units”) indicated in the Grant Notice (collectively, the “Award”). Terms not defined in this Award Agreement but defined in the Plan have the same definitions as in the Plan.

The details of Participant’s Award are as follows:

1. NUMBER OF RESTRICTED STOCK UNITS AND CASH PAYMENT. The number of Restricted Stock Units subject to Participant’s Award is stated in the Grant Notice. Each Restricted Stock Unit represents the right to receive an amount in cash equal to the Fair Market Value of one (1) share of Common Stock on the applicable vesting date. The number of Restricted Stock Units subject to Participant’s Award may be adjusted for capitalization adjustments as described in Section 14.2 of the Plan.

2. VESTING. The Restricted Stock Units shall vest, if at all, as provided in the vesting schedule in the Grant Notice; provided, however, that:

(a) except as provided in Section 2(b) and (c) below, vesting shall cease upon Participant’s separation from service as an Employee with the Company and all Affiliates;

(b) vesting of all Restricted Stock Units shall be fully accelerated (i) if Participant’s employment with the Company or an Affiliate terminates because of Participant’s death or Disability, or (ii) in the event of a Change in Control that occurs after the Date of Grant while Participant is employed by the Company or an Affiliate; and

(c) vesting of all Restricted Stock Units may be fully accelerated by the Committee, in its discretion, upon your Retirement from the Company or an Affiliate.

For purposes of this Award Agreement and the Award, Disability shall mean “Disability” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder. The Administrator shall determine whether a Disability exists and the determination shall be conclusive. Further, for purposes of this Award Agreement and the Award, Retirement shall mean your separation from service as an Employee on or after age 65.

3. DIVIDENDS. Participant will be entitled to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of Restricted Stock Units subject to Participant’s Award; provided that if any dividends or distributions are paid in shares, those shares will be converted into additional Restricted Stock Units covered by

 

1

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the Award; and further provided that the additional Restricted Stock Units will be subject to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as apply to the other Restricted Stock Units upon which the dividends or distributions were paid and Common Stock subject to Participant’s Award. If any cash dividend is paid on a share of Common Stock prior to the full vesting of the Restricted Stock Units subject to this Award, Participant will become entitled to receive such cash dividend with respect to each unvested Restricted Stock Unit on the date on which such Restricted Stock Unit vests, and any such cash dividend will be paid to Participant on the date on which the cash payment with respect to such Restricted Stock Unit is paid.

4. PAYMENT. The Award was granted in consideration of Participant’s services to the Company. Subject to Section 10 below, Participant will not be required to make any payment to the Company (other than Participant’s past and future services to the Company) with respect to Participant’s receipt of the Award, vesting of the Restricted Stock Units, or the payment in cash in respect of the Restricted Stock Units, other than any required Applicable Withholding Taxes. For purposes of this Award Agreement and the Award, “Applicable Withholding Taxes” shall mean the aggregate amount of federal, state, and local income and employment taxes that the Company is required to withhold in connection with the Award.

5. DELIVERY OF CASH PAYMENT.

(a) Subject to Sections 5(b) and 10 below, as soon as administratively practicable following the vesting of any Restricted Stock Units pursuant to Section 2 above, but in no event later than thirty (30) days after such vesting date, the Company shall make to Participant a cash payment in respect of such portion of vested Restricted Stock Units in an amount determined pursuant to Section 1 above.

(b) Notwithstanding anything herein to the contrary, no such cash payment shall be made to Participant during the six-month period following Participant’s “separation from service” (within the meaning of Section 409A of the Code) if Participant is a “specified employee” (within the meaning of Section 409A of the Code) on the date of such separation from service (as determined by the Company in accordance with Section 409A of the Code) and the Company determines that paying such amounts at the time set forth in this Section 6 would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Participant the cumulative amounts that would have otherwise been payable to Participant during such six-month period.

6. SECURITIES LAW COMPLIANCE. The Award is subject to the provisions of Section 12.4 of the Plan on continuing securities law compliance.

 

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7. TRANSFER RESTRICTIONS. Participant may not transfer, pledge, sell, or otherwise dispose of any of his or her interest in the Restricted Stock Units. This restriction on transfer will lapse upon payment to Participant in cash in respect of Participant’s vested Restricted Stock Units. Participant’s Award is not transferable, except by will or by the laws of descent and distribution.

8. AWARD NOT A SERVICE CONTRACT. Participant’s Award is not an employment or service contract, and nothing in Participant’s Award shall be deemed to create in any way whatsoever any obligation on Participant’s part to continue in the service of the Company or any Affiliate, or on the part of the Company or any Affiliate to continue Participant’s service. In addition, nothing in Participant’s Award shall obligate the Company or any Affiliate, their respective stockholders, boards of directors, or employees to continue any relationship that Participant might have as an Employee or other Eligible Individual of the Company or any Affiliate.

9. UNSECURED OBLIGATION. Participant’s Award is unfunded, and even as a holder of vested Restricted Stock Units, Participant shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to the payment in cash pursuant to this Award Agreement. Participant shall not have voting or any other rights as a stockholder of the Company, and have no rights to have the Restricted Stock Units paid in shares of Common Stock. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between Participant and the Company or any other person.

10. WITHHOLDING OBLIGATIONS. At the time Participant receives a cash payment pursuant to the Award, or at any time thereafter as requested by the Company, Participant hereby authorize the Company and its Affiliates to withhold from the amount payable under Section 5 above an amount of cash sufficient to satisfy the Applicable Withholding Taxes which arise in connection with such payment.

11. NOTICES. Any notices provided for in Participant’s Award or the Plan shall be given in the manner designated by the Company and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to Participant via United States mail, postage prepaid, addressed to Participant at the last address Participant provided to the Company, five days after such notice is deposited.

12. MISCELLANEOUS.

(a) The Company’s rights and obligations with respect to Participant’s Award shall be transferable by the Company to any one or more persons or entities, and all of Participant’s covenants and agreements shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns.

(b) Participant agrees to execute, upon request, any further documents or instruments necessary or desirable in the Company’s sole determination to carry out the purposes or intent of Participant’s Award.

 

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(c) Participant acknowledges and agrees that Participant has reviewed this Award Agreement in its entirety, has had an opportunity to obtain the advice of counsel before executing and accepting this Award Agreement, and fully understands all provisions of this Award Agreement.

(d) This Award Agreement will be subject to all applicable laws, rules, and regulations, and to any required governmental agency or national securities exchange approvals.

(e) The Company’s obligations under the Plan and this Award Agreement will be binding on any successor to the Company, whether the existence of the successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the Company’s business and/or assets.

13. DATA PRIVACY WAIVER. By accepting the Award, Participant hereby agrees and consents to:

(a) the collection, use, processing, and transfer by the Company of certain personal information about Participant (the “Data”);

(b) any members of the Company transferring Data amongst themselves for the purposes of implementing, administering, and managing the Plan;

(c) the use of such Data by any such person for such purposes; and

(d) the transfer to, and retention of, such Data by third parties in connection with such purposes.

For the purposes of this section, “Data” means Participant’s name, home address and telephone number, date of birth, other employee information, any tax or other identification number, and details of all rights with respect to this Award.

14. HEADINGS. This Award Agreement’s section headings are for convenience only and shall not constitute a part of this Award Agreement or affect this Award Agreement’s meaning.

15. SEVERABILITY. If all or any part of this Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, then that shall not invalidate any portion of this Award Agreement or the Plan not declared to be unlawful or invalid. Any section of this Award Agreement (or part of a section) declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of the section (or part of a section) to the fullest extent possible while remaining lawful and valid.

16. GOVERNING PLAN DOCUMENT. Participant’s Award is subject to all the provisions of the Plan, the provisions of which are made a part of Participant’s Award, and is further subject to all interpretations, amendments, rules, and regulations which may be

 

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promulgated and adopted under the Plan. If there is a conflict between the provisions of Participant’s Award and those of the Plan, then the provisions of the Plan shall control.

 

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Exhibit 10.126

AMERICAN AIRLINES GROUP INC.

2013 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (CASH-SETTLED) AWARD GRANT NOTICE

American Airlines Group Inc. (the “Company”), pursuant to its 2013 Incentive Award Plan (the “Plan”), grants to Participant, as identified below, a Restricted Stock Unit Award covering the number of Restricted Stock Units (the “Restricted Stock Units”)) below (the “Award”). The Award consists of a Restricted Stock Unit (Cash-Settled) Award Agreement (the “Award Agreement”) and this Grant Notice. The Award is subject to all of the terms and conditions in this Grant Notice, the Award Agreement and the Plan.

Participant:                                                                               

Date of Grant: December 9, 2013

Number of Restricted Stock Units:                                         

VESTING SCHEDULE: Subject to acceleration as described in Section 2 of the Award Agreement, and if Participant has not experienced a separation from service as an Employee prior to the applicable vesting date, then the Restricted Stock Units shall vest and become payable to Participant solely in cash as follows:

Subject to Participant’s continued employment, the Award shall vest with respect to (i) 50% of the Restricted Stock Units on December 16, 2015; (ii) 25% of the Restricted Stock Units on the date on which the Company is issued a Single Operating Certificate by the Federal Aviation Administration, provided, however, that if the Single Operating Certificate is issued on or prior to December 16, 2015, then such Restricted Stock Units shall vest on December 16, 2015 (the “SOC Goal”); and (iii) 25% of the Restricted Stock Units on the date the Board or the Compensation Committee of the Board determines that the Company achieves $1 billion in net synergies with respect to the 2015 fiscal year or 2016 fiscal year (the “Synergies Goal”).

In the event that the SOC Goal is not achieved on or prior to December 16, 2016, the Restricted Stock Units and the portion of the Award subject to such goal shall automatically be forfeited. In addition, in the event the Synergies Goal is not achieved on or prior to December 31, 2016, the Restricted Stock Units and the portion of the Award subject to such goal shall automatically be forfeited.

Notwithstanding anything to the contrary contained in a written agreement as of the date hereof between the Participant and the Company (or any predecessor thereof), no portion of the Award shall be eligible to vest upon a termination of Participant’s employment other than as the result of the Participant’s death or disability.

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: By accepting the Award, Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Award Agreement, and the Plan. Participant further acknowledges that this Grant Notice, the Award Agreement, and the Plan contain the entire understanding between Participant and the Company about the Award of the Restricted Stock Units and the cash payment pursuant to the Award and supersede all prior oral and written agreements on that subject except awards previously granted to Participant under the Plan.

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AMERICAN AIRLINES GROUP INC.

2013 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (CASH-SETTLED) AWARD AGREEMENT

Pursuant to the Restricted Stock Unit Award (Cash-Settled) Grant Notice (“Grant Notice”) and this Restricted Stock Unit (Cash-Settled) Award Agreement (“Award Agreement”), American Airlines Group Inc. (the “Company”) has awarded Participant a Restricted Stock Unit Award under its 2013 Incentive Award Plan (the “Plan”) for the number of Restricted Stock Units (“Restricted Stock Units”) indicated in the Grant Notice (collectively, the “Award”). Terms not defined in this Award Agreement but defined in the Plan have the same definitions as in the Plan.

The details of Participant’s Award are as follows:

1. NUMBER OF RESTRICTED STOCK UNITS AND CASH PAYMENT. The number of Restricted Stock Units subject to Participant’s Award is stated in the Grant Notice. Each Restricted Stock Unit represents the right to receive an amount in cash equal to the Fair Market Value of one (1) share of Common Stock on the applicable vesting date. The number of Restricted Stock Units subject to Participant’s Award may be adjusted for capitalization adjustments as described in Section 14.2 of the Plan.

2. VESTING. The Restricted Stock Units shall vest, if at all, as provided in the vesting schedule in the Grant Notice; provided, however, that:

(a) except as provided in Section 2(b) below, vesting shall cease upon Participant’s separation from service as an Employee with the Company and all Affiliates; and

(b) vesting of all Restricted Stock Units shall be fully accelerated (i) if Participant’s employment with the Company or an Affiliate terminates because of Participant’s death or Disability, or (ii) in the event of a Change in Control that occurs after the Date of Grant while Participant is employed by the Company or an Affiliate.

For purposes of this Award Agreement and the Award, Disability shall mean “Disability” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder. The Administrator shall determine whether a Disability exists and the determination shall be conclusive.

3. DIVIDENDS. Participant will be entitled to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of Restricted Stock Units subject to Participant’s Award; provided that if any dividends or distributions are paid in shares, those shares will be converted into additional Restricted Stock Units covered by the Award; and further provided that the additional Restricted Stock Units will be subject to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as apply to the other Restricted Stock Units upon which the dividends or distributions were paid and Common Stock subject to Participant’s Award. If any cash dividend is paid on a share of Common Stock prior to the full vesting of the Restricted Stock Units subject to this Award,

 

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Participant will become entitled to receive such cash dividend with respect to each unvested Restricted Stock Unit on the date on which such Restricted Stock Unit vests, and any such cash dividend will be paid to Participant on the date on which the cash payment with respect to such Restricted Stock Unit is paid.

4. PAYMENT. The Award was granted in consideration of Participant’s services to the Company. Subject to Section 10 below, Participant will not be required to make any payment to the Company (other than Participant’s past and future services to the Company) with respect to Participant’s receipt of the Award, vesting of the Restricted Stock Units, or the payment in cash in respect of the Restricted Stock Units, other than any required Applicable Withholding Taxes. For purposes of this Award Agreement and the Award, “Applicable Withholding Taxes” shall mean the aggregate amount of federal, state, and local income and employment taxes that the Company is required to withhold in connection with the Award.

5. DELIVERY OF CASH PAYMENT.

(a) Subject to Sections 5(b) and 11 below, as soon as administratively practicable following the vesting of any Restricted Stock Units pursuant to Section 2 above, but in no event later than thirty (30) days after such vesting date, the Company shall make to Participant a cash payment in respect of such portion of vested Restricted Stock Units in an amount determined pursuant to Section 1 above.

(b) Notwithstanding anything herein to the contrary, no such cash payment shall be made to Participant during the six-month period following Participant’s “separation from service” (within the meaning of Section 409A of the Code) if Participant is a “specified employee” (within the meaning of Section 409A of the Code) on the date of such separation from service (as determined by the Company in accordance with Section 409A of the Code) and the Company determines that paying such amounts at the time set forth in this Section 6 would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such six-month period, the Company shall pay Participant the cumulative amounts that would have otherwise been payable to Participant during such six-month period.

6. SECURITIES LAW COMPLIANCE. The Award is subject to the provisions of Section 12.4 of the Plan on continuing securities law compliance.

 

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7. TRANSFER RESTRICTIONS. Participant may not transfer, pledge, sell, or otherwise dispose of any of his or her interest in the Restricted Stock Units. This restriction on transfer will lapse upon payment to Participant in cash in respect of Participant’s vested Restricted Stock Units. Participant’s Award is not transferable, except by will or by the laws of descent and distribution.

8. AWARD NOT A SERVICE CONTRACT. Participant’s Award is not an employment or service contract, and nothing in Participant’s Award shall be deemed to create in any way whatsoever any obligation on Participant’s part to continue in the service of the Company or any Affiliate, or on the part of the Company or any Affiliate to continue Participant’s service. In addition, nothing in Participant’s Award shall obligate the Company or any Affiliate, their respective stockholders, boards of directors, or employees to continue any relationship that Participant might have as an Employee or other Eligible Individual of the Company or any Affiliate.

9. UNSECURED OBLIGATION. Participant’s Award is unfunded, and even as a holder of vested Restricted Stock Units, Participant shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to the payment in cash pursuant to this Award Agreement. Participant shall not have voting or any other rights as a stockholder of the Company, and have no rights to have the Restricted Stock Units paid in shares of Common Stock. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between Participant and the Company or any other person.

10. WITHHOLDING OBLIGATIONS. At the time Participant receives a cash payment pursuant to the Award, or at any time thereafter as requested by the Company, Participant hereby authorize the Company and its Affiliates to withhold from the amount payable under Section 5 above an amount of cash sufficient to satisfy the Applicable Withholding Taxes which arise in connection with such payment.

11. NOTICES. Any notices provided for in Participant’s Award or the Plan shall be given in the manner designated by the Company and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to Participant via United States mail, postage prepaid, addressed to Participant at the last address Participant provided to the Company, five days after such notice is deposited.

12. MISCELLANEOUS.

(a) The Company’s rights and obligations with respect to Participant’s Award shall be transferable by the Company to any one or more persons or entities, and all of Participant’s covenants and agreements shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns.

(b) Participant agrees to execute, upon request, any further documents or instruments necessary or desirable in the Company’s sole determination to carry out the purposes or intent of Participant’s Award.

 

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(c) Participant acknowledges and agrees that Participant has reviewed this Award Agreement in its entirety, has had an opportunity to obtain the advice of counsel before executing and accepting this Award Agreement, and fully understands all provisions of this Award Agreement.

(d) This Award Agreement will be subject to all applicable laws, rules, and regulations, and to any required governmental agency or national securities exchange approvals.

(e) The Company’s obligations under the Plan and this Award Agreement will be binding on any successor to the Company, whether the existence of the successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the Company’s business and/or assets.

13. DATA PRIVACY WAIVER. By accepting the Award, Participant hereby agrees and consents to:

(a) the collection, use, processing, and transfer by the Company of certain personal information about Participant (the “Data”);

(b) any members of the Company transferring Data amongst themselves for the purposes of implementing, administering, and managing the Plan;

(c) the use of such Data by any such person for such purposes; and

(d) the transfer to, and retention of, such Data by third parties in connection with such purposes.

For the purposes of this section, “Data” means Participant’s name, home address and telephone number, date of birth, other employee information, any tax or other identification number, and details of all rights with respect to this Award.

14. HEADINGS. This Award Agreement’s section headings are for convenience only and shall not constitute a part of this Award Agreement or affect this Award Agreement’s meaning.

15. SEVERABILITY. If all or any part of this Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, then that shall not invalidate any portion of this Award Agreement or the Plan not declared to be unlawful or invalid. Any section of this Award Agreement (or part of a section) declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of the section (or part of a section) to the fullest extent possible while remaining lawful and valid.

16. GOVERNING PLAN DOCUMENT. Participant’s Award is subject to all the provisions of the Plan, the provisions of which are made a part of Participant’s Award, and is further subject to all interpretations, amendments, rules, and regulations which may be

 

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promulgated and adopted under the Plan. If there is a conflict between the provisions of Participant’s Award and those of the Plan, then the provisions of the Plan shall control.

 

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Exhibit 10.127

AMERICAN AIRLINES GROUP INC.

2013 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (STOCK-SETTLED) AWARD GRANT NOTICE

American Airlines Group Inc. (the “Company”), pursuant to its 2013 Incentive Award Plan (the “Plan”), grants to Participant, as identified below, a Restricted Stock Unit Award covering the number of Restricted Stock Units (the “Restricted Stock Units”) below (the “Award”). The Award consists of a Restricted Stock Unit (Stock-Settled) Award Agreement (the “Award Agreement”) and this Grant Notice. The Award is subject to all of the terms and conditions in this Grant Notice, the Award Agreement and the Plan.

Participant:                                                                               

Date of Grant:                     , 20         

Number of Restricted Stock Units:                                         

VESTING SCHEDULE: Subject to acceleration as described in Section 2 of the Award Agreement, and if Participant has not experienced a separation from service as an Employee prior to the applicable vesting date, then the Restricted Stock Units shall vest as follows: [alternate vesting schedules permissible]

[                    ].

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: By accepting the Award, Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Award Agreement, and the Plan. Participant further acknowledges that this Grant Notice, the Award Agreement, and the Plan contain the entire understanding between Participant and the Company about the Award of the Restricted Stock Units and the Common Stock subject to the Restricted Stock Units and supersede all prior oral and written agreements on that subject except (i) awards previously granted to Participant under the Plan, and (ii) the following agreements only:

OTHER AGREEMENTS: [None or list agreements]

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AMERICAN AIRLINES GROUP INC.

2013 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (STOCK-SETTLED) AWARD AGREEMENT

Pursuant to the Restricted Stock Unit (Stock-Settled) Award Grant Notice (“Grant Notice”) and this Restricted Stock Unit (Stock-Settled) Award Agreement (“Award Agreement”), American Airlines Group Inc. (the “Company”) has awarded Participant a Restricted Stock Unit Award under its 2013 Incentive Award Plan (the “Plan”) for the number of Restricted Stock Units (“Restricted Stock Units”) indicated in the Grant Notice (collectively, the “Award”). Terms not defined in this Award Agreement but defined in the Plan have the same definitions as in the Plan.

The details of Participant’s Award are as follows:

1. NUMBER OF RESTRICTED STOCK UNITS AND SHARES OF COMMON STOCK. The number of Restricted Stock Units subject to Participant’s Award is stated in the Grant Notice. Each Restricted Stock Unit represents the right to receive one share of common stock of the Company (“Common Stock”). The number of Restricted Stock Units subject to Participant’s Award and the number of shares of Common Stock deliverable with respect to the Restricted Stock Units are subject to capitalization adjustments as described in Section 14.2 of the Plan.

2. VESTING. The Restricted Stock Units shall vest, if at all, as provided in the vesting schedule in the Grant Notice; provided, however, that:

(a) except as provided in Section 2(b) and (c) below, vesting shall cease upon Participant’s separation from service as an Employee with the Company and all Affiliates;

(b) vesting of all Restricted Stock Units shall be fully accelerated (i) if Participant’s employment with the Company or an Affiliate terminates because of Participant’s death or Disability, or (ii) in the event of a Change in Control that occurs after the Date of Grant while Participant is employed by the Company or an Affiliate; and

(c) vesting of all Restricted Stock Units may be fully accelerated by the Committee, in its discretion, upon your Retirement from the Company or an Affiliate.

For purposes of this Award Agreement and the Award, Disability shall mean “Disability” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder. The Administrator shall determine whether a Disability exists and the determination shall be conclusive. Further, for purposes of this Award Agreement and the Award, Retirement shall mean your separation from service as an Employee on or after age 65.

3. DIVIDENDS. Participant will be entitled to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of Restricted Stock Units subject to Participant’s Award; provided that if any dividends or distributions are

 

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paid in shares, those shares will be converted into additional Restricted Stock Units covered by the Award; and further provided that the additional Restricted Stock Units will be subject to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as apply to the other Restricted Stock Units upon which the dividends or distributions were paid and Common Stock subject to Participant’s Award. Any cash dividends paid with respect to Participant’s Award will be paid at the same time that dividends are paid to the Company’s shareholders.

4. PAYMENT. The Award was granted in consideration of Participant’s services to the Company. Subject to Section 10 below, Participant will not be required to make any payment to the Company (other than Participant’s past and future services to the Company) with respect to Participant’s receipt of the Award, vesting of the Restricted Stock Units, or the delivery of the shares of Common Stock subject to the Restricted Stock Units, other than any required Applicable Withholding Taxes. For purposes of this Award Agreement and the Award, “Applicable Withholding Taxes” shall mean the aggregate amount of federal, state, and local income and employment taxes that the Company is required to withhold in connection with the Award.

5. DELIVERY OF SHARES. Subject to Section 10 below, Participant’s vested Restricted Stock Units shall be converted into shares of Common Stock, and the Company will deliver to a broker designated by the Company (the “Designated Broker”), on Participant’s behalf, a number of shares of Common Stock equal to the number of vested shares subject to Participant’s Award, on the applicable vesting date. The Company shall determine the form of delivery of the shares of Common Stock subject to Participant’s Award.

6. COMPLIANCE WITH APPLICABLE LAW. Participant will not be issued any shares of Common Stock under Participant’s Award unless either (i) the shares are registered under the Securities Act, or (ii) the Company has determined that the issuance would be exempt from the registration requirements of the Securities Act. Participant’s Award is also subject to the provisions of Section 12.4 of the Plan on compliance with all applicable laws, regulations of governmental authorities, and, if applicable, the requirements of any exchange on which the Common Stock is listed or traded.

7. TRANSFER RESTRICTIONS. Before the shares of Common Stock subject to Participant’s Award have been delivered to Participant, Participant may not transfer, pledge, sell, or otherwise dispose of the shares. For example, Participant may not use shares of Common Stock that may be issued in respect of Participant’s Restricted Stock Units as security for a loan, and Participant may not transfer, pledge, sell, or otherwise dispose of the shares. This restriction on transfer will lapse upon delivery to Participant of shares of Common Stock in respect of Participant’s vested Restricted Stock Units. Participant’s Award is not transferable, except by will or by the laws of descent and distribution.

8. AWARD NOT A SERVICE CONTRACT. Participant’s Award is not an employment or service contract, and nothing in Participant’s Award shall be deemed to create in any way whatsoever any obligation on Participant’s part to continue in the service of the Company or any Affiliate, or on the part of the Company or any Affiliate to continue

 

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Participant’s service. In addition, nothing in Participant’s Award shall obligate the Company or any Affiliate, their respective stockholders, boards of directors, or employees to continue any relationship that Participant might have as an Employee or other Eligible Individual of the Company or any Affiliate.

9. UNSECURED OBLIGATION. Participant’s Award is unfunded, and even as a holder of vested Restricted Stock Units, Participant shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to distribute shares of Common Stock pursuant to this Award Agreement. Participant shall not have voting or any other rights as a stockholder of the Company with respect to the Common Stock acquired pursuant to this Award Agreement until the Common Stock is issued to Participant. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between Participant and the Company or any other person.

10. WITHHOLDING OBLIGATIONS.

(a) At the time Participant becomes entitled to receive a distribution of shares of Common Stock pursuant to Participant’s Award, subject to subparagraph (c) below, Participant authorizes the delivery of the shares to the Designated Broker (as defined in Section 5) with instructions to (i) sell shares sufficient to satisfy the Applicable Withholding Taxes which arise in connection with such distribution, and (ii) remit the proceeds of such sale to the Company. In the event the sale proceeds are insufficient to fully satisfy the Applicable Withholding Taxes, Participant hereby authorizes withholding from payroll and any other amounts payable to Participant, in the same calendar year, and otherwise agrees to make adequate provision for any sums required to satisfy the Applicable Withholding Taxes.

(b) Upon Participant’s request and subject to approval by the Company, in its sole discretion, Participant may submit cash, check, or its equivalent to the Company sufficient to satisfy the Applicable Withholding Taxes.

(c) Participant hereby authorizes the Company, in lieu of satisfaction of withholding obligations through the means described in subparagraphs (a) and (b) above, at the Company’s sole discretion, to withhold from fully vested shares of Common Stock otherwise issuable to Participant pursuant to Participant’s Award a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of distribution, equal to the statutory minimum withholding obligation in respect of the shares otherwise issuable to Participant.

(d) Unless the tax withholding obligations of the Company and/or any Affiliate thereof are satisfied, the Company shall have no obligation to deliver any shares of Common Stock on Participant’s behalf pursuant to Participant’s Award.

11. NOTICES. Any notices provided for in Participant’s Award or the Plan shall be given in the manner designated by the Company and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to Participant via United States mail,

 

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postage prepaid, addressed to Participant at the last address Participant provided to the Company, five days after such notice is deposited.

12. MISCELLANEOUS.

(a) The Company’s rights and obligations with respect to Participant’s Award shall be transferable by the Company to any one or more persons or entities, and all of Participant’s covenants and agreements shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns.

(b) Participant agrees to execute, upon request, any further documents or instruments necessary or desirable in the Company’s sole determination to carry out the purposes or intent of Participant’s Award.

(c) Participant acknowledges and agrees that Participant has reviewed this Award Agreement in its entirety, has had an opportunity to obtain the advice of counsel before executing and accepting this Award Agreement, and fully understands all provisions of this Award Agreement.

(d) This Award Agreement will be subject to all applicable laws, rules, and regulations, and to any required governmental agency or national securities exchange approvals.

(e) The Company’s obligations under the Plan and this Award Agreement will be binding on any successor to the Company, whether the existence of the successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the Company’s business and/or assets.

13. DATA PRIVACY WAIVER. By accepting the Award, Participant hereby agrees and consents to:

(a) the collection, use, processing, and transfer by the Company of certain personal information about Participant (the “Data”);

(b) any members of the Company transferring Data amongst themselves for the purposes of implementing, administering, and managing the Plan;

(c) the use of such Data by any such person for such purposes; and

(d) the transfer to, and retention of, such Data by third parties in connection with such purposes.

For the purposes of this section, “Data” means Participant’s name, home address and telephone number, date of birth, other employee information, any tax or other identification number, and details of all rights to acquire Common Stock granted to Participant and of Common Stock issued or transferred to Participant pursuant to the Plan.

 

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14. HEADINGS. This Award Agreement’s section headings are for convenience only and shall not constitute a part of this Award Agreement or affect this Award Agreement’s meaning.

15. SEVERABILITY. If all or any part of this Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, then that shall not invalidate any portion of this Award Agreement or the Plan not declared to be unlawful or invalid. Any section of this Award Agreement (or part of a section) declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of the section (or part of a section) to the fullest extent possible while remaining lawful and valid.

16. GOVERNING PLAN DOCUMENT. Participant’s Award is subject to all the provisions of the Plan, the provisions of which are made a part of Participant’s Award, and is further subject to all interpretations, amendments, rules, and regulations which may be promulgated and adopted under the Plan. If there is a conflict between the provisions of Participant’s Award and those of the Plan, then the provisions of the Plan shall control.

 

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Exhibit 10.128

AMERICAN AIRLINES GROUP INC.

2013 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (STOCK-SETTLED) AWARD GRANT NOTICE

American Airlines Group Inc. (the “Company”), pursuant to its 2013 Incentive Award Plan (the “Plan”), grants to Participant, as identified below, a Restricted Stock Unit Award covering the number of Restricted Stock Units (the “Restricted Stock Units”) below (the “Award”). The Award consists of a Restricted Stock Unit (Stock-Settled) Award Agreement (the “Award Agreement”) and this Grant Notice. The Award is subject to all of the terms and conditions in this Grant Notice, the Award Agreement and the Plan.

Participant:                                                                               

Date of Grant: December 9, 2013

Number of Restricted Stock Units:                                         

VESTING SCHEDULE: Subject to acceleration as described in Section 2 of the Award Agreement, and if Participant has not experienced a separation from service as an Employee prior to the applicable vesting date, then the Restricted Stock Units shall vest as follows:

Subject to Participant’s continued employment, the Award shall vest with respect to (i) 50% of the Restricted Stock Units on December 16, 2015; (ii) 25% of the Restricted Stock Units on the date on which the Company is issued a Single Operating Certificate by the Federal Aviation Administration, provided, however, that if the Single Operating Certificate is issued on or prior to December 16, 2015, then such Restricted Stock Units shall vest on December 16, 2015 (the “SOC Goal”); and (iii) 25% of the Restricted Stock Units on the date the Board or the Compensation Committee of the Board determines that the Company achieves $1 billion in net synergies with respect to the 2015 fiscal year or 2016 fiscal year (the “Synergies Goal”).

In the event that the SOC Goal is not achieved on or prior to December 16, 2016, the Restricted Stock Units and the portion of the Award subject to such goal shall automatically be forfeited. In addition, in the event the Synergies Goal is not achieved on or prior to December 31, 2016, the Restricted Stock Units and the portion of the Award subject to such goal shall automatically be forfeited.

Notwithstanding anything to the contrary contained in a written agreement as of the date hereof between the Participant and the Company (or any predecessor thereof), no portion of the Award shall be eligible to vest upon a termination of Participant’s employment other than as the result of the Participant’s death or disability.

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: By accepting the Award, Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Award Agreement, and the Plan. In addition, by accepting the Award, Participant acknowledges and agrees that if any amounts become payable to Participant pursuant to his/her Executive Change in Control Agreement or Executive Severance Benefits Agreement, as applicable, such amounts shall be determined based on the compensation levels and benefit programs in effect for each

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such employee as of the Date of Grant (including without limitation base salary, target bonus opportunity and target long-term incentive compensation program opportunity, as applicable) and without regard to any promotion or change in status and shall not be based on Participant’s compensation levels, benefits or employment status in effect as of Participant’s termination of employment.

Participant further acknowledges that this Grant Notice, the Award Agreement, and the Plan contain the entire understanding between Participant and the Company about the Award of the Restricted Stock Units and the Common Stock subject to the Restricted Stock Units and supersede all prior oral and written agreements on that subject except awards previously granted to Participant under the Plan.

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AMERICAN AIRLINES GROUP INC.

2013 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (STOCK-SETTLED) AWARD AGREEMENT

Pursuant to the Restricted Stock Unit (Stock-Settled) Award Grant Notice (“Grant Notice”) and this Restricted Stock Unit (Stock-Settled) Award Agreement (“Award Agreement”), American Airlines Group Inc. (the “Company”) has awarded Participant a Restricted Stock Unit Award under its 2013 Incentive Award Plan (the “Plan”) for the number of Restricted Stock Units (“Restricted Stock Units”) indicated in the Grant Notice (collectively, the “Award”). Terms not defined in this Award Agreement but defined in the Plan have the same definitions as in the Plan.

The details of Participant’s Award are as follows:

1. NUMBER OF RESTRICTED STOCK UNITS AND SHARES OF COMMON STOCK. The number of Restricted Stock Units subject to Participant’s Award is stated in the Grant Notice. Each Restricted Stock Unit represents the right to receive one share of common stock of the Company (“Common Stock”). The number of Restricted Stock Units subject to Participant’s Award and the number of shares of Common Stock deliverable with respect to the Restricted Stock Units are subject to capitalization adjustments as described in Section 14.2 of the Plan.

2. VESTING. The Restricted Stock Units shall vest, if at all, as provided in the vesting schedule in the Grant Notice; provided, however, that:

(a) except as provided in Section 2(b) below, vesting shall cease upon Participant’s separation from service as an Employee with the Company and all Affiliates; and

(b) vesting of all Restricted Stock Units shall be fully accelerated (i) if Participant’s employment with the Company or an Affiliate terminates because of Participant’s death or Disability, or (ii) in the event of a Change in Control that occurs after the Date of Grant while Participant is employed by the Company or an Affiliate.

For purposes of this Award Agreement and the Award, Disability shall mean “Disability” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder. The Administrator shall determine whether a Disability exists and the determination shall be conclusive.

3. DIVIDENDS. Participant will be entitled to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of Restricted Stock Units subject to Participant’s Award; provided that if any dividends or distributions are paid in shares, those shares will be converted into additional Restricted Stock Units covered by the Award; and further provided that the additional Restricted Stock Units will be subject to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as apply to the other Restricted Stock Units upon which the dividends or distributions were paid and Common Stock subject to Participant’s Award. Any cash dividends paid with respect to

 

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Participant’s Award will be paid at the same time that dividends are paid to the Company’s shareholders.

4. PAYMENT. The Award was granted in consideration of Participant’s services to the Company. Subject to Section 10 below, Participant will not be required to make any payment to the Company (other than Participant’s past and future services to the Company) with respect to Participant’s receipt of the Award, vesting of the Restricted Stock Units, or the delivery of the shares of Common Stock subject to the Restricted Stock Units, other than any required Applicable Withholding Taxes. For purposes of this Award Agreement and the Award, “Applicable Withholding Taxes” shall mean the aggregate amount of federal, state, and local income and employment taxes that the Company is required to withhold in connection with the Award.

5. DELIVERY OF SHARES. Subject to Section 10 below, Participant’s vested Restricted Stock Units shall be converted into shares of Common Stock, and the Company will deliver to a broker designated by the Company (the “Designated Broker”), on Participant’s behalf, a number of shares of Common Stock equal to the number of vested shares subject to Participant’s Award, on the applicable vesting date. The Company shall determine the form of delivery of the shares of Common Stock subject to Participant’s Award.

6. COMPLIANCE WITH APPLICABLE LAW. Participant will not be issued any shares of Common Stock under Participant’s Award unless either (i) the shares are registered under the Securities Act, or (ii) the Company has determined that the issuance would be exempt from the registration requirements of the Securities Act. Participant’s Award is also subject to the provisions of Section 12.4 of the Plan on compliance with all applicable laws, regulations of governmental authorities, and, if applicable, the requirements of any exchange on which the Common Stock is listed or traded.

7. TRANSFER RESTRICTIONS. Before the shares of Common Stock subject to Participant’s Award have been delivered to Participant, Participant may not transfer, pledge, sell, or otherwise dispose of the shares. For example, Participant may not use shares of Common Stock that may be issued in respect of Participant’s Restricted Stock Units as security for a loan, and Participant may not transfer, pledge, sell, or otherwise dispose of the shares. This restriction on transfer will lapse upon delivery to Participant of shares of Common Stock in respect of Participant’s vested Restricted Stock Units. Participant’s Award is not transferable, except by will or by the laws of descent and distribution.

8. AWARD NOT A SERVICE CONTRACT. Participant’s Award is not an employment or service contract, and nothing in Participant’s Award shall be deemed to create in any way whatsoever any obligation on Participant’s part to continue in the service of the Company or any Affiliate, or on the part of the Company or any Affiliate to continue Participant’s service. In addition, nothing in Participant’s Award shall obligate the Company or any Affiliate, their respective stockholders, boards of directors, or employees to continue any relationship that Participant might have as an Employee or other Eligible Individual of the Company or any Affiliate.

 

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9. UNSECURED OBLIGATION. Participant’s Award is unfunded, and even as a holder of vested Restricted Stock Units, Participant shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to distribute shares of Common Stock pursuant to this Award Agreement. Participant shall not have voting or any other rights as a stockholder of the Company with respect to the Common Stock acquired pursuant to this Award Agreement until the Common Stock is issued to Participant. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between Participant and the Company or any other person.

10. WITHHOLDING OBLIGATIONS.

(a) At the time Participant becomes entitled to receive a distribution of shares of Common Stock pursuant to Participant’s Award, subject to subparagraph (c) below, Participant authorizes the delivery of the shares to the Designated Broker (as defined in Section 5) with instructions to (i) sell shares sufficient to satisfy the Applicable Withholding Taxes which arise in connection with such distribution, and (ii) remit the proceeds of such sale to the Company. In the event the sale proceeds are insufficient to fully satisfy the Applicable Withholding Taxes, Participant hereby authorizes withholding from payroll and any other amounts payable to Participant, in the same calendar year, and otherwise agrees to make adequate provision for any sums required to satisfy the Applicable Withholding Taxes.

(b) Upon Participant’s request and subject to approval by the Company, in its sole discretion, Participant may submit cash, check, or its equivalent to the Company sufficient to satisfy the Applicable Withholding Taxes.

(c) Participant hereby authorizes the Company, in lieu of satisfaction of withholding obligations through the means described in subparagraphs (a) and (b) above, at the Company’s sole discretion, to withhold from fully vested shares of Common Stock otherwise issuable to Participant pursuant to Participant’s Award a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of distribution, equal to the statutory minimum withholding obligation in respect of the shares otherwise issuable to Participant.

(d) Unless the tax withholding obligations of the Company and/or any Affiliate thereof are satisfied, the Company shall have no obligation to deliver any shares of Common Stock on Participant’s behalf pursuant to Participant’s Award.

11. NOTICES. Any notices provided for in Participant’s Award or the Plan shall be given in the manner designated by the Company and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to Participant via United States mail, postage prepaid, addressed to Participant at the last address Participant provided to the Company, five days after such notice is deposited.

12. MISCELLANEOUS.

 

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(a) The Company’s rights and obligations with respect to Participant’s Award shall be transferable by the Company to any one or more persons or entities, and all of Participant’s covenants and agreements shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns.

(b) Participant agrees to execute, upon request, any further documents or instruments necessary or desirable in the Company’s sole determination to carry out the purposes or intent of Participant’s Award.

(c) Participant acknowledges and agrees that Participant has reviewed this Award Agreement in its entirety, has had an opportunity to obtain the advice of counsel before executing and accepting this Award Agreement, and fully understands all provisions of this Award Agreement.

(d) This Award Agreement will be subject to all applicable laws, rules, and regulations, and to any required governmental agency or national securities exchange approvals.

(e) The Company’s obligations under the Plan and this Award Agreement will be binding on any successor to the Company, whether the existence of the successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the Company’s business and/or assets.

13. DATA PRIVACY WAIVER. By accepting the Award, Participant hereby agrees and consents to:

(a) the collection, use, processing, and transfer by the Company of certain personal information about Participant (the “Data”);

(b) any members of the Company transferring Data amongst themselves for the purposes of implementing, administering, and managing the Plan;

(c) the use of such Data by any such person for such purposes; and

(d) the transfer to, and retention of, such Data by third parties in connection with such purposes.

For the purposes of this section, “Data” means Participant’s name, home address and telephone number, date of birth, other employee information, any tax or other identification number, and details of all rights to acquire Common Stock granted to Participant and of Common Stock issued or transferred to Participant pursuant to the Plan.

14. HEADINGS. This Award Agreement’s section headings are for convenience only and shall not constitute a part of this Award Agreement or affect this Award Agreement’s meaning.

 

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15. SEVERABILITY. If all or any part of this Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, then that shall not invalidate any portion of this Award Agreement or the Plan not declared to be unlawful or invalid. Any section of this Award Agreement (or part of a section) declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of the section (or part of a section) to the fullest extent possible while remaining lawful and valid.

16. GOVERNING PLAN DOCUMENT. Participant’s Award is subject to all the provisions of the Plan, the provisions of which are made a part of Participant’s Award, and is further subject to all interpretations, amendments, rules, and regulations which may be promulgated and adopted under the Plan. If there is a conflict between the provisions of Participant’s Award and those of the Plan, then the provisions of the Plan shall control.

 

5

Exhibit 10.129

DIRECTOR FORM

AMERICAN AIRLINES GROUP INC.

2013 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (STOCK-SETTLED) AWARD GRANT NOTICE

American Airlines Group Inc. (the “Company”), pursuant to its 2013 Incentive Award Plan (the “Plan”), grants to Participant, as identified below, a Restricted Stock Unit Award covering the number of Restricted Stock Units (the “Restricted Stock Units”) below (the “Award”). The Award consists of a Restricted Stock Unit (Stock-Settled) Award Agreement (the “Award Agreement”) and this Grant Notice. The Award is subject to all of the terms and conditions in this Grant Notice, the Award Agreement and the Plan.

Participant:                                                                              

Date of Grant:                 , 20        

Number of Restricted Stock Units:                                         

VESTING SCHEDULE: Subject to acceleration as described in Section 2 of the Award Agreement, and if Participant has not experienced a separation from service as a Non-Employee Director prior to the applicable vesting date, then the Restricted Stock Units shall vest as follows: [alternate vesting schedules permissible]

[                ].

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: By accepting the Award, Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Award Agreement, and the Plan. Participant further acknowledges that this Grant Notice, the Award Agreement, and the Plan contain the entire understanding between Participant and the Company about the Award of the Restricted Stock Units and the Common Stock subject to the Restricted Stock Units and supersede all prior oral and written agreements on that subject except (i) awards previously granted to Participant under the Plan, and (ii) the following agreements only:

OTHER AGREEMENTS: [None or list agreements]

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AMERICAN AIRLINES GROUP INC.

2013 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT (STOCK-SETTLED) AWARD AGREEMENT

Pursuant to the Restricted Stock Unit (Stock-Settled) Award Grant Notice (“Grant Notice”) and this Restricted Stock Unit (Stock-Settled) Award Agreement (“Award Agreement”), American Airlines Group Inc. (the “Company”) has awarded Participant a Restricted Stock Unit Award under its 2013 Incentive Award Plan (the “Plan”) for the number of Restricted Stock Units (“Restricted Stock Units”) indicated in the Grant Notice (collectively, the “Award”). Terms not defined in this Award Agreement but defined in the Plan have the same definitions as in the Plan.

The details of Participant’s Award are as follows:

1. NUMBER OF RESTRICTED STOCK UNITS AND SHARES OF COMMON STOCK. The number of Restricted Stock Units subject to Participant’s Award is stated in the Grant Notice. Each Restricted Stock Unit represents the right to receive one share of common stock of the Company (“Common Stock”). The number of Restricted Stock Units subject to Participant’s Award and the number of shares of Common Stock deliverable with respect to the Restricted Stock Units are subject to capitalization adjustments as described in Section 14.2 of the Plan.

2. VESTING. The Restricted Stock Units shall vest, if at all, as provided in the vesting schedule in the Grant Notice; provided, however, that:

(a) except as provided in Section 2(b) below, vesting shall cease upon Participant’s separation from service as a Non-Employee Director with the Company and all Affiliates; and

(b) vesting of all Restricted Stock Units shall be fully accelerated (i) if Participant’s service with the Company or an Affiliate terminates because of Participant’s death or Disability, or (ii) in the event of a Change in Control that occurs after the Date of Grant while Participant is in service with the Company or an Affiliate.

For purposes of this Award Agreement and the Award, Disability shall mean “Disability” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder. The Administrator shall determine whether a Disability exists and the determination shall be conclusive.

3. DIVIDENDS. Participant will be entitled to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of Restricted Stock Units subject to Participant’s Award; provided that if any dividends or distributions are paid in shares, those shares will be converted into additional Restricted Stock Units covered by the Award; and further provided that the additional Restricted Stock Units will be subject to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as apply to the other Restricted Stock Units upon which the dividends or distributions were paid

 

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and Common Stock subject to Participant’s Award. Any cash dividends paid with respect to Participant’s Award will be paid at the same time that dividends are paid to the Company’s shareholders.

4. PAYMENT. The Award was granted in consideration of Participant’s services to the Company. Subject to Section 10 below, Participant will not be required to make any payment to the Company (other than Participant’s past and future services to the Company) with respect to Participant’s receipt of the Award, vesting of the Restricted Stock Units, or the delivery of the shares of Common Stock subject to the Restricted Stock Units, other than any required Applicable Withholding Taxes. For purposes of this Award Agreement and the Award, “Applicable Withholding Taxes” shall mean the aggregate amount of federal, state, and local income and employment taxes (if any) that the Company is required to withhold in connection with the Award.

5. DELIVERY OF SHARES. Subject to Section 10 below, Participant’s vested Restricted Stock Units shall be converted into shares of Common Stock, and the Company will deliver to a broker designated by the Company (the “Designated Broker”), on Participant’s behalf, a number of shares of Common Stock equal to the number of vested shares subject to Participant’s Award, on the applicable vesting date. The Company shall determine the form of delivery of the shares of Common Stock subject to Participant’s Award.

6. COMPLIANCE WITH APPLICABLE LAW. Participant will not be issued any shares of Common Stock under Participant’s Award unless either (i) the shares are registered under the Securities Act, or (ii) the Company has determined that the issuance would be exempt from the registration requirements of the Securities Act. Participant’s Award is also subject to the provisions of Section 12.4 of the Plan on compliance with all applicable laws, regulations of governmental authorities, and, if applicable, the requirements of any exchange on which the Common Stock is listed or traded.

7. TRANSFER RESTRICTIONS. Before the shares of Common Stock subject to Participant’s Award have been delivered to Participant, Participant may not transfer, pledge, sell, or otherwise dispose of the shares. For example, Participant may not use shares of Common Stock that may be issued in respect of Participant’s Restricted Stock Units as security for a loan, and Participant may not transfer, pledge, sell, or otherwise dispose of the shares. This restriction on transfer will lapse upon delivery to Participant of shares of Common Stock in respect of Participant’s vested Restricted Stock Units. Participant’s Award is not transferable, except by will or by the laws of descent and distribution.

8. AWARD NOT A SERVICE CONTRACT. Participant’s Award is not an employment or service contract, and nothing in Participant’s Award shall be deemed to create in any way whatsoever any obligation on Participant’s part to continue in the service of the Company or any Affiliate, or on the part of the Company or any Affiliate to continue Participant’s service. In addition, nothing in Participant’s Award shall obligate the Company or any Affiliate, their respective stockholders, boards of directors, or employees to continue any relationship that Participant might have as a Non-Employee Director or other Eligible Individual of the Company or any Affiliate.

 

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9. UNSECURED OBLIGATION. Participant’s Award is unfunded, and even as a holder of vested Restricted Stock Units, Participant shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to distribute shares of Common Stock pursuant to this Award Agreement. Participant shall not have voting or any other rights as a stockholder of the Company with respect to the Common Stock acquired pursuant to this Award Agreement until the Common Stock is issued to Participant. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between Participant and the Company or any other person.

10. WITHHOLDING OBLIGATIONS.

(a) At the time Participant becomes entitled to receive a distribution of shares of Common Stock pursuant to Participant’s Award, Participant authorizes the delivery of the shares to the Designated Broker (as defined in Section 5) with instructions to (i) sell shares sufficient to satisfy the Applicable Withholding Taxes which arise in connection with such distribution, and (ii) remit the proceeds of such sale to the Company. In the event the sale proceeds are insufficient to fully satisfy the Applicable Withholding Taxes, shall submit cash, check or its equivalent to the Company sufficient to satisfy any remaining Applicable Withholding Taxes.

(b) Unless the tax withholding obligations of the Company and/or any Affiliate thereof are satisfied, the Company shall have no obligation to deliver any shares of Common Stock on Participant’s behalf pursuant to Participant’s Award.

11. NOTICES. Any notices provided for in Participant’s Award or the Plan shall be given in the manner designated by the Company and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to Participant via United States mail, postage prepaid, addressed to Participant at the last address Participant provided to the Company, five days after such notice is deposited.

12. MISCELLANEOUS.

(a) The Company’s rights and obligations with respect to Participant’s Award shall be transferable by the Company to any one or more persons or entities, and all of Participant’s covenants and agreements shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns.

(b) Participant agrees to execute, upon request, any further documents or instruments necessary or desirable in the Company’s sole determination to carry out the purposes or intent of Participant’s Award.

(c) Participant acknowledges and agrees that Participant has reviewed this Award Agreement in its entirety, has had an opportunity to obtain the advice of counsel before executing and accepting this Award Agreement, and fully understands all provisions of this Award Agreement.

 

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(d) This Award Agreement will be subject to all applicable laws, rules, and regulations, and to any required governmental agency or national securities exchange approvals.

(e) The Company’s obligations under the Plan and this Award Agreement will be binding on any successor to the Company, whether the existence of the successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the Company’s business and/or assets.

13. DATA PRIVACY WAIVER. By accepting the Award, Participant hereby agrees and consents to:

(a) the collection, use, processing, and transfer by the Company of certain personal information about Participant (the “Data”);

(b) any members of the Company transferring Data amongst themselves for the purposes of implementing, administering, and managing the Plan;

(c) the use of such Data by any such person for such purposes; and

(d) the transfer to, and retention of, such Data by third parties in connection with such purposes.

For the purposes of this section, “Data” means Participant’s name, home address and telephone number, date of birth, other information regarding Participant’s service relationship, any tax or other identification number, and details of all rights to acquire Common Stock granted to Participant and of Common Stock issued or transferred to Participant pursuant to the Plan.

14. HEADINGS. This Award Agreement’s section headings are for convenience only and shall not constitute a part of this Award Agreement or affect this Award Agreement’s meaning.

15. SEVERABILITY. If all or any part of this Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, then that shall not invalidate any portion of this Award Agreement or the Plan not declared to be unlawful or invalid. Any section of this Award Agreement (or part of a section) declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of the section (or part of a section) to the fullest extent possible while remaining lawful and valid.

16. GOVERNING PLAN DOCUMENT. Participant’s Award is subject to all the provisions of the Plan, the provisions of which are made a part of Participant’s Award, and is further subject to all interpretations, amendments, rules, and regulations which may be promulgated and adopted under the Plan. If there is a conflict between the provisions of Participant’s Award and those of the Plan, then the provisions of the Plan shall control.

 

4

Exhibit 10.151

 

US AIRWAYS GROUP, INC.

2012 Long Term Incentive Performance Program

(Established Effective January 18, 2012)

SECTION I. PURPOSE

The purpose of the US Airways Group, Inc. 2012 Long Term Incentive Performance Program (the “Program”) is to

 

•

Focus management efforts on the creation of long-term stockholder value, and

 

•

Encourage strategic decision-making by providing rewards for the long-term achievement of Company goals.

The Program sets forth the terms and conditions for cash Performance Awards to be paid to eligible officers for the Performance Cycle (as defined below) commencing January 1, 2012, and ending December 31, 2014 under the US Airways Group, Inc. 2011 Incentive Award Plan (the “Plan”). Capitalized terms not defined herein have the meanings as set forth in the Plan.

SECTION II. ELIGIBILITY CRITERIA

Eligible Individuals who are officers of US Airways Group, Inc. (the “Company”) or an Affiliate whose responsibilities have a direct and significant impact on Company results are eligible to participate in the Program. The Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) will, at its sole discretion, select individual officers to participate in the Program (each a “Participant”). Participation in one Performance Cycle (as such term is defined in Section IV below) under the Program does not assure participation in any other Performance Cycle.

A person who is hired by the Company (or an Affiliate) as an eligible officer or promoted to eligible officer status (whether from a non-eligible status or another eligible officer status), in either case after the commencement of a Performance Cycle shall participate in Performance Cycles on such basis, if any, as the Committee may provide.

SECTION III. AWARD LEVELS

Participants have the opportunity to earn cash Awards under the Program based on the achievement of long-term Company performance and, with certain exceptions set forth in Section V below, continued active service with the Company (or an Affiliate) in an eligible position through the date of payment of the cash Award. Threshold, target, and maximum Award levels are set forth below. All Award levels are expressed as a percentage of a Participant’s base salary, as in effect on the date of payment of the cash Award.

 

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AWARD LEVELS EXPRESSED AS

PERCENTAGES OF BASE SALARY

 

Officer Level		Threshold				Target				Maximum
CEO			54	%			125	%			200	%
President			49	%			115	%			200	%
EVP			43	%			100	%			175	%
SVP			30	%			70	%			140	%
VP			20	%			45	%			90	%

Performance below the threshold level for any Performance Cycle (as such term is defined in Section IV) will result in no cash Award. The maximum Award for any Performance Cycle is two times the target Award, subject to further limitations contained in the Plan.

SECTION IV. AWARD CALCULATION

Awards are calculated based on Total Stockholder Return (“TSR”) of the Company over the Performance Cycle (as such term is defined in this section) relative to the TSRs of a pre-defined competitive peer group. TSR, for purposes of this Program, is the rate of return, including both the price appreciation of the Company’s Common Stock or a competitive peer company’s common stock and the reinvestment of any dividends declared on such common stock, over the relevant Performance Cycle. In order to smooth out market fluctuations, the average daily closing price (adjusted for splits and dividends) for the common stock of the Company and of the companies in the pre-defined competitive peer group for the three months prior to the first and last days of the Performance Cycle will be used to determine TSR. Daily closing price of a share of common stock is the stock price at the close of trading (4:00 p.m. Eastern Time) of the national exchange (New York Stock Exchange, the Nasdaq Stock Market or the American Stock Exchange) on which such stock is traded.

 

A)	Performance Cycles

A performance cycle, over which TSR is measured, is the three-year period beginning January 1 of a given year and ending December 31 of the second following year (each a “Performance Cycle”). The Committee, in its sole discretion, may authorize Performance Cycles, and it is anticipated, although not assured, that a three-year Performance Cycle will begin each January 1.

All officers of the Company (or an Affiliate) otherwise eligible to participate in the Program will be eligible to participate in the Performance Cycle commencing January 1, 2012, and ending December 31, 2014.

 

B)	Peer Group and Award Payout Percentages

The competitive peer group consists of the following nine companies: Alaska Air Group, Inc., AMR Corporation (the parent company of American Airlines), Delta Air Lines, Inc., Hawaiian Holdings, Inc. (the parent company of Hawaiian Airlines), JetBlue Airways Corporation, Republic Airways Holdings Inc., Spirit Airlines, Inc., Southwest Airlines Co. and UAL Corporation (the parent company of United Airlines and Continental Airlines). Such competitive peer group is subject to modification, in the Committee’s

 

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sole discretion, to take account of unforeseen events such as mergers, dispositions, bankruptcies and other significant business changes.

Award payout percentages will be based on the TSR of the Company relative to the TSRs of competitive peer group companies, as follows:

 

Company TSR Relative Rank		Payout as a % of Base Salary
		VP				SVP				EVP				President				CEO
1-2 of 10			90	%			140	%			175	%			200	%			200	%		(Maximum)
3 of 10			75	%			117	%			150	%			172	%			175	%
4 of 10			60	%			93	%			125	%			143	%			150	%
5 of 10			45	%			70	%			100	%			115	%			125	%		(Target)
6 of 10			33	%			50	%			72	%			82	%			90	%
7 of 10			20	%			30	%			43	%			49	%			54	%		(Threshold)
8-10 of 10			0	%			0	%			0	%			0	%			0	%

SECTION V. AWARD PAYMENT TIMING, EARLY PAYMENT AND SEPARATION

If the TSR of the Company is at or above the threshold for a Performance Cycle, Awards will be paid in cash within sixty (60) days following the end of the Performance Cycle. For example, Awards for the Performance Cycle that runs from January 1, 2012, through December 31, 2014 will be paid no later than March 1, 2015. To receive an Award, a Participant must be in continuous active employment with the Company (or an Affiliate) through the date of payment of the Award, unless otherwise prohibited by law. Payments will be subject to all required federal, state, and local tax withholding.

In the event a Participant separates from service with the Company (and all Affiliates) on account of retirement (as defined below), disability (as defined below) or death, the Company shall pay to the Participant (or the Participant’s estate in the case of death), at the same time as Awards (if any) are paid to other Participants for the same Performance Cycle, the Award that the Participant would have earned and received (if any) with respect to solely the Performance Cycle that ends in the calendar year in which such separation from service occurs, had the Participant’s service continued until the Award payment date for such Performance Cycle. For purposes of the foregoing, “retirement” shall mean the Participant’s separation from service with the Company (and all Affiliates) after attainment of age fifty-five (55) and completion of ten (10) years of service with the Company (or any Affiliate). For purposes of the foregoing, “disability”

 

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shall mean a “permanent and total disability” within the meaning of Section 22(e)(3) of the Code. Awards for any other Performance Cycles will not be earned or paid, unless otherwise required by law.

If the Participant separates from service with the Company (and all Affiliates) for any reason other than retirement, disability or death (whether such separation is voluntary or involuntary), no Awards will be earned or paid under the Program with respect to any Performance Cycles, unless otherwise required by law.

SECTION VI. PROGRAM ADMINISTRATION

The Program will be administered by the Committee in accordance with the Plan and in a manner that satisfies the requirements of Section 162(m) of the Internal Revenue Code for qualified “performance-based” compensation.

Awards generally are calculated and distributed as provided in Sections IV and V above; provided, however, that no Award payments will be made unless the Committee certifies in writing (a) the relative TSR ranking of the Company, (b) that all other material terms of the Program have been satisfied and (c) that payments to each Participant in stated amounts are appropriate under the Program.

SECTION VII. ABSENCE OF PROGRAM FUNDING; NO EQUITY INTEREST

Benefits under the Program shall be paid from the general funds of the Company (or the Affiliate), and a Participant (or the Participant’s estate in the event of death) shall be no more than an unsecured general creditor of the Company (or the Affiliate) with no special or prior right to any assets of the Company (or the Affiliate).

Nothing contained in the Program shall be deemed to give any Participant any equity or other interest in the assets, business or affairs of the Company or any Affiliate. It is not intended that a Participant’s interest in the Program shall constitute a security or equity interest within the meaning of any state or federal securities laws.

SECTION VIII. NO TRANSFERABILITY

A Participant shall not have any right to transfer, sell, alienate, assign, pledge, mortgage, collateralize or otherwise encumber any of the payments provided by this Program.

SECTION IX. NO EMPLOYMENT RIGHTS

This Program is not intended to be a contract of employment. Both the Participant and the Company and all Affiliates have the right to end their employment or other service relationship with or without cause or notice.

 

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SECTION X. INTERPRETATION, AMENDMENT AND TERMINATION

The Committee shall have the power to interpret all provisions of the Program, which interpretations shall be final and binding on all persons. The provisions of this document shall supersede all provisions of any and all such prior documents relating to the Program and its subject matter. However, if the provisions of this document conflict with any provision of the Plan, the provisions set forth in the Plan shall govern in all cases. The laws of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of the Program, without regard to such state’s conflict of laws rules.

Notwithstanding anything herein to the contrary, if the Participant is a “specified employee” on the date of the Participant’s “separation from service,” as defined in the Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”), any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”)) shall be delayed in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i), and any such delayed payment shall be paid to the Participant in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of the six-month period measured from the date of the Participant’s Separation from Service, or (ii) the Participant’s death. To the greatest extent permitted under Section 409A, any separate payment or benefit under the Program will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A.

The Committee reserves the right to amend or terminate the Program at any time, with or without prior notice; provided, however, that all amendments to the Program shall preserve the qualification of Awards under the Program as “performance-based” compensation under Section 162(m) of the Internal Revenue Code. Notwithstanding the foregoing, (a) except as provided in Section IV with respect to the calculation of TSR and in the following clause (b), the Committee may not amend the Program in a way that would materially impair the rights of a Participant with respect to a Performance Cycle that already has begun at the time of such amendment, except to the extent necessary to preserve the qualification of Awards as “performance-based” compensation under Section 162(m) of the Internal Revenue Code or unless such Participant has consented in writing to such amendment; and (b) in the event of any act of God, war, natural disaster, aircraft grounding, revocation of operating certificate, terrorism, strike, lockout, labor dispute, work stoppage, fire, epidemic or quarantine restriction, act of government, critical materials shortage, or any other act beyond the control of the Company, whether similar or dissimilar (each a “Force Majeure Event”), which Force Majeure Event affects the Company or its Affiliates, the Committee, in its sole discretion, may (i) terminate or (ii) suspend, delay, defer (for such period of time as the Committee may deem necessary), or substitute any Awards due currently or in the future under the Program, including, but not limited to, any Awards that have accrued to the benefit of Participants but have not yet been paid, subject to Section 409A and the regulations and guidance promulgated thereunder.

 

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Exhibit 10.152

 

US AIRWAYS GROUP, INC.

2013 Long Term Incentive Performance Program

(Established Effective January 16, 2013)

SECTION I. PURPOSE

The purpose of the US Airways Group, Inc. 2013 Long Term Incentive Performance Program (the “Program”) is to

 

•

Focus management efforts on the creation of long-term stockholder value, and

 

•

Encourage strategic decision-making by providing rewards for the long-term achievement of Company goals.

The Program sets forth the terms and conditions for cash Performance Awards to be paid to eligible officers for the Performance Cycle (as defined below) commencing January 1, 2013, and ending December 31, 2015 under the US Airways Group, Inc. 2011 Incentive Award Plan (the “Plan”). Capitalized terms not defined herein have the meanings as set forth in the Plan.

SECTION II. ELIGIBILITY CRITERIA

Eligible Individuals who are officers of US Airways Group, Inc. (the “Company”) or an Affiliate whose responsibilities have a direct and significant impact on Company results are eligible to participate in the Program. The Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) will, at its sole discretion, select individual officers to participate in the Program (each a “Participant”). Participation in one Performance Cycle (as such term is defined in Section IV below) under the Program does not assure participation in any other Performance Cycle.

A person who is hired by the Company (or an Affiliate) as an eligible officer or promoted to eligible officer status (whether from a non-eligible status or another eligible officer status), in either case after the commencement of a Performance Cycle shall participate in Performance Cycles on such basis, if any, as the Committee may provide.

SECTION III. AWARD LEVELS

Participants have the opportunity to earn cash Awards under the Program based on the achievement of long-term Company performance and, with certain exceptions set forth in Section V below, continued active service with the Company (or an Affiliate) in an eligible position through the date of payment of the cash Award. Threshold, target, and maximum Award levels are set forth below. All Award levels are expressed as a percentage of a Participant’s base salary, as in effect on the date of payment of the cash Award.

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AWARD LEVELS EXPRESSED AS

PERCENTAGES OF BASE SALARY

 

Officer Level		Threshold				Target				Maximum
CEO			54	%			125	%			200	%
President			49	%			115	%			200	%
EVP			43	%			100	%			175	%
SVP			30	%			70	%			140	%
VP			20	%			45	%			90	%

Performance below the threshold level for any Performance Cycle (as such term is defined in Section IV) will result in no cash Award. The maximum Award for any Performance Cycle is two times the target Award, subject to further limitations contained in the Plan.

SECTION IV. AWARD CALCULATION

Awards are calculated based on Total Stockholder Return (“TSR”) of the Company over the Performance Cycle (as such term is defined in this section) relative to the TSRs of a pre-defined competitive peer group. TSR, for purposes of this Program, is the rate of return, including both the price appreciation of the Company’s Common Stock or a competitive peer company’s common stock and the reinvestment of any dividends declared on such common stock, over the relevant Performance Cycle. In order to smooth out market fluctuations, the average daily closing price (adjusted for splits and dividends) for the common stock of the Company and of the companies in the pre-defined competitive peer group for the three months prior to the first and last days of the Performance Cycle will be used to determine TSR. Daily closing price of a share of common stock is the stock price at the close of trading (4:00 p.m. Eastern Time) of the national exchange (New York Stock Exchange, the Nasdaq Stock Market or the American Stock Exchange) on which such stock is traded.

 

A)	Performance Cycles

A performance cycle, over which TSR is measured, is the three-year period beginning January 1 of a given year and ending December 31 of the second following year (each a “Performance Cycle”). The Committee, in its sole discretion, may authorize Performance Cycles, and it is anticipated, although not assured, that a three-year Performance Cycle will begin each January 1.

All officers of the Company (or an Affiliate) otherwise eligible to participate in the Program will be eligible to participate in the Performance Cycle commencing January 1, 2013, and ending December 31, 2015.

 

B)	Peer Group and Award Payout Percentages

The competitive peer group consists of the following nine companies: Alaska Air Group, Inc., AMR Corporation (the parent company of American Airlines), Delta Air Lines, Inc., Hawaiian Holdings, Inc. (the parent company of Hawaiian Airlines), JetBlue Airways Corporation, Republic Airways Holdings Inc., Spirit Airlines, Inc., Southwest Airlines Co. and UAL Corporation (the parent company of United Airlines and Continental Airlines). Such competitive peer group is subject to modification, in the Committee’s

 

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sole discretion, to take account of unforeseen events such as mergers, dispositions, bankruptcies and other significant business changes.

Award payout percentages will be based on the TSR of the Company relative to the TSRs of competitive peer group companies, as follows:

 

Company TSR Relative Rank		Payout as a % of Base Salary
		VP				SVP				EVP				President				CEO
1-2 of 10			90	%			140	%			175	%			200	%			200	%			(Maximum	)
3 of 10			75	%			117	%			150	%			172	%			175	%
4 of 10			60	%			93	%			125	%			143	%			150	%
5 of 10			45	%			70	%			100	%			115	%			125	%			(Target	)
6 of 10			33	%			50	%			72	%			82	%			90	%
7 of 10			20	%			30	%			43	%			49	%			54	%			(Threshold	)
8-10 of 10			0	%			0	%			0	%			0	%			0	%

SECTION V. AWARD PAYMENT TIMING, EARLY PAYMENT AND SEPARATION

If the TSR of the Company is at or above the threshold for a Performance Cycle, Awards will be paid in cash within sixty (60) days following the end of the Performance Cycle. For example, Awards for the Performance Cycle that runs from January 1, 2013, through December 31, 2015 will be paid no later than March 1, 2016. To receive an Award, a Participant must be in continuous active employment with the Company (or an Affiliate) through the date of payment of the Award, unless otherwise prohibited by law. Payments will be subject to all required federal, state, and local tax withholding.

In the event a Participant separates from service with the Company (and all Affiliates) on account of retirement (as defined below), disability (as defined below) or death, the Company shall pay to the Participant (or the Participant’s estate in the case of death), at the same time as Awards (if any) are paid to other Participants for the same Performance Cycle, the Award that the Participant would have earned and received (if any) with respect to solely the Performance Cycle that ends in the calendar year in which such separation from service occurs, had the Participant’s service continued until the Award payment date for such Performance Cycle. For purposes of the foregoing, “retirement” shall mean the Participant’s separation from service with the Company (and all Affiliates) after attainment of age fifty-five (55) and completion of ten (10) years of service with the Company (or any Affiliate). For purposes of the foregoing, “disability”

 

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shall mean a “permanent and total disability” within the meaning of Section 22(e)(3) of the Code. Awards for any other Performance Cycles will not be earned or paid, unless otherwise required by law.

If the Participant separates from service with the Company (and all Affiliates) for any reason other than retirement, disability or death (whether such separation is voluntary or involuntary), no Awards will be earned or paid under the Program with respect to any Performance Cycles, unless otherwise required by law.

SECTION VI. PROGRAM ADMINISTRATION

The Program will be administered by the Committee in accordance with the Plan and in a manner that satisfies the requirements of Section 162(m) of the Internal Revenue Code for qualified “performance-based” compensation.

Awards generally are calculated and distributed as provided in Sections IV and V above; provided, however, that no Award payments will be made unless the Committee certifies in writing (a) the relative TSR ranking of the Company, (b) that all other material terms of the Program have been satisfied and (c) that payments to each Participant in stated amounts are appropriate under the Program.

SECTION VII. ABSENCE OF PROGRAM FUNDING; NO EQUITY INTEREST

Benefits under the Program shall be paid from the general funds of the Company (or the Affiliate), and a Participant (or the Participant’s estate in the event of death) shall be no more than an unsecured general creditor of the Company (or the Affiliate) with no special or prior right to any assets of the Company (or the Affiliate).

Nothing contained in the Program shall be deemed to give any Participant any equity or other interest in the assets, business or affairs of the Company or any Affiliate. It is not intended that a Participant’s interest in the Program shall constitute a security or equity interest within the meaning of any state or federal securities laws.

SECTION VIII. NO TRANSFERABILITY

A Participant shall not have any right to transfer, sell, alienate, assign, pledge, mortgage, collateralize or otherwise encumber any of the payments provided by this Program.

SECTION IX. NO EMPLOYMENT RIGHTS

This Program is not intended to be a contract of employment. Both the Participant and the Company and all Affiliates have the right to end their employment or other service relationship with or without cause or notice.

 

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SECTION X. INTERPRETATION, AMENDMENT AND TERMINATION

The Committee shall have the power to interpret all provisions of the Program, which interpretations shall be final and binding on all persons. The provisions of this document shall supersede all provisions of any and all such prior documents relating to the Program and its subject matter. However, if the provisions of this document conflict with any provision of the Plan, the provisions set forth in the Plan shall govern in all cases. The laws of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of the Program, without regard to such state’s conflict of laws rules.

Notwithstanding anything herein to the contrary, if the Participant is a “specified employee” on the date of the Participant’s “separation from service,” as defined in the Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”), any benefit or payment that constitutes non-exempt “nonqualified deferred compensation” (within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”)) shall be delayed in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i), and any such delayed payment shall be paid to the Participant in a lump sum during the ten (10) day period commencing on the earlier of (i) the expiration of the six-month period measured from the date of the Participant’s Separation from Service, or (ii) the Participant’s death. To the greatest extent permitted under Section 409A, any separate payment or benefit under the Program will not be deemed to constitute “nonqualified deferred compensation” subject to Section 409A and the six-month delay requirement to the extent provided in the exceptions in Treasury Regulation Section 1.409A-1(b)(4), Section 1.409A-1(b)(9) or any other applicable exception or provision of Section 409A.

The Committee reserves the right to amend or terminate the Program at any time, with or without prior notice; provided, however, that all amendments to the Program shall preserve the qualification of Awards under the Program as “performance-based” compensation under Section 162(m) of the Internal Revenue Code. Notwithstanding the foregoing, (a) except as provided in Section IV with respect to the calculation of TSR and in the following clause (b), the Committee may not amend the Program in a way that would materially impair the rights of a Participant with respect to a Performance Cycle that already has begun at the time of such amendment, except to the extent necessary to preserve the qualification of Awards as “performance-based” compensation under Section 162(m) of the Internal Revenue Code or unless such Participant has consented in writing to such amendment; and (b) in the event of any act of God, war, natural disaster, aircraft grounding, revocation of operating certificate, terrorism, strike, lockout, labor dispute, work stoppage, fire, epidemic or quarantine restriction, act of government, critical materials shortage, or any other act beyond the control of the Company, whether similar or dissimilar (each a “Force Majeure Event”), which Force Majeure Event affects the Company or its Affiliates, the Committee, in its sole discretion, may (i) terminate or (ii) suspend, delay, defer (for such period of time as the Committee may deem necessary), or substitute any Awards due currently or in the future under the Program, including, but not limited to, any Awards that have accrued to the benefit of Participants but have not yet been paid, subject to Section 409A and the regulations and guidance promulgated thereunder.

 

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1.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

2.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

3.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

4.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

2.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

3.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

4.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

2.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

3.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

4.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

2.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

3.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

4.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.