UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
_____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
earliest event
reported: May
15, 2008
American
Airlines,
Inc. _
(Exact
name of registrant as specified in its charter)
Delaware 1-2691 13-1502798 _
(State of
Incorporation) ( Commission File Number) (IRS
Employer Identification No.)
4333 Amon Carter
Blvd. Fort Worth,
Texas 76155
(Address
of principal executive offices) (Zip Code)
(817)
963-1234 _
(Registrant's
telephone number)
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material
Definitive Agreement
American
Airlines, Inc. (“American”), as the borrower, and AMR Corporation (“AMR”), as
guarantor, previously entered into Amended and Restated Credit Agreement (the
“Credit Agreement"), dated as of March 27, 2006, with Citicorp USA, Inc., as
administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and a
syndicate of lenders arranged by Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc., as joint lead arrangers and joint book-running
managers. The loan facilities under the Credit Agreement consist of
an undrawn $255 million secured revolving credit facility with a final maturity
on June 17, 2009 and a fully drawn $440 million secured term loan facility with
a final maturity on December 17, 2010.
The
Credit Agreement contains a covenant (the “EBITDAR Covenant”) requiring AMR to
maintain, for specified periods, a minimum ratio of cash flow (defined as
consolidated net income, before dividends, interest expense (less capitalized
interest), income taxes, depreciation and amortization and rentals, adjusted for
certain gains or losses and non-cash items) to fixed charges (comprising
interest expense (less capitalized interest) and rentals). Prior to
the amendment of the Credit Agreement described below, the minimum ratios for
the four quarter periods ending as of specified dates were as set forth
below:
Four Quarter Period
Ending Minimum
Ratio
June 30,
2008 1.40:1.00
September 30,
2008 1.40:1.00
December 31,
2008 1.40:1.00
March 31,
2009 1.40:1.00
June 30, 2009 (and each
fiscal quarter
thereafter)
1.50:1.00
American
and AMR have entered into an amendment to the Credit Facility (the “Amendment”),
dated as of May 15, 2008. Pursuant to the Amendment (1) compliance
with the EBITDAR Covenant was irrevocably waived for all periods ending on any
date from (and including) June 30, 2008 through March 31, 2009 and (2) the
EBITDAR Covenant was amended to provide that thereafter, AMR is required to
maintain, for each period specified below, a ratio of cash flow to fixed charges
of not less than the amount specified below for such period.
Period Minimum
Ratio
Quarter ending June 30,
2009
0.90:1.00
Two quarters ending September 30,
2009
0.95:1.00
Three quarters ending December 31,
2009
1.00:1.00
Four quarters ending March 31,
2010 1.05:1.00
Four quarters ending June 30,
2010 1.10:1.00
Four quarters ending September 30,
2010 1.15:1.00
No other
changes to the Credit Agreement were effected by the
Amendment. American paid certain fees to the lenders under the Credit
Agreement in connection with obtaining the Amendment, as provided in Section
3(iii) of the Amendment, and certain other fees to Citigroup Global Markets Inc.
and J.P. Morgan Securities Inc. The Amendment is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. The foregoing
summary does not purport to be complete and is qualified in its entirety by
reference to Exhibit 99.1.
American
and AMR have a number of other commercial relationships with the lenders and
other parties to the Credit Agreement. From time to time, several of
such lenders and parties or their affiliates perform investment banking and
advisory services for, and furnish general financing and banking services to,
American, AMR and their affiliates.
|
Item
9.01
|
Financial Statements
and Exhibits
|
|
|
(c)
|
Exhibits
|
|
|
Exhibit 99.1 Amendment
No. 2 Dated as of May 15, 2008 to Amended and Restated Credit Agreement
Dated
March 27, 2006
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
American
Airlines, Inc.
/s/ Kenneth W.
Wimberly
Kenneth
W. Wimberly
Corporate
Secretary
Dated: May
16, 2008
EXHIBIT
INDEX
Exhibit Description
|
99.1
|
Amendment No. 2
Dated as of May 15, 2008 to Amended and Restated Credit Agreement
Dated
March 27,
2006
|
Exhibit
99.1
AMENDMENT
NO. 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Dated
as of May 15, 2008
AMENDMENT NO. 2 TO THE AMENDED AND
RESTATED CREDIT AGREEMENT (the “Amendment”)
among American Airlines, Inc. (the “Borrower”),
AMR Corporation (“AMR”) and
each of the Lenders (as defined in the Credit Agreement referred to below)
listed on the signature pages hereto and Citicorp USA, Inc., as Administrative
Agent (the “Administrative
Agent”).
PRELIMINARY
STATEMENTS:
1. The
Borrower and AMR have entered into that Amended and Restated Credit Agreement,
dated as of March 27, 2006, as amended by Amendment No. 1 to the Amended and
Restated Credit Agreement dated as of May 9, 2007 (as so amended, the “Credit
Agreement”), with the Lenders party thereto, the Administrative Agent,
JPMorgan Chase Bank, N.A., as Syndication Agent and Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint
Book-Running Managers. Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified therefor in the Credit
Agreement.
2. The
Borrower and the Administrative Agent have agreed to amend the Credit Agreement
pursuant to Section 9.01 of the Credit Agreement to irrevocably waive the Parent
Guarantor’s compliance with the provisions of Section 5.03(b) for each of the
four fiscal quarter periods ending on any date from (and including) June 30,
2008 through March 31, 2009 and amend the provisions of Section 5.03(b) of the
Credit Agreement as set forth below.
NOW
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
SECTION
1. Waiver. Subject
to the satisfaction of the conditions precedent set forth in Section 3, the
Required Lenders hereby irrevocably waive the compliance by the Parent Guarantor
with the provisions of Section 5.03(b) of the Credit Agreement for all periods
ending on any date from (and including) June 30, 2008 through March 31,
2009.
SECTION
2. Amendment.
(a) Effective
as of the date on which the conditions precedent set forth in Section 3 have
been satisfied, Section 5.03(b) of the Credit Agreement is hereby amended to
read in full as follows:
“Cash Flow
Coverage. So long as any principal, interest and premiums
related to any Advances and any fees hereunder shall remain unpaid or any Lender
shall have any Commitment hereunder, the Parent Guarantor will maintain, for
each Measurement Period (as defined below) most recently ended, a Cash Flow
Coverage Ratio of not less than the amount specified below for such period (it
being understood that this Section 5.03(b) shall not apply to any Measurement
Period ending on any date from (and including) June 30, 2008 through March 31,
2009):
|
Measurement
Period Ending
|
Cash
Flow Coverage Ratio
|
|
June
30, 2009
|
0.90:1.00
|
|
September
30, 2009
|
0.95:1.00
|
|
December
31, 2009
|
1.00:1.00
|
|
March
31, 2010
|
1.05:1.00
|
|
June
30, 2010
|
1.10:1.00
|
|
September
30, 2010
|
1.15:1.00
|
For
purposes hereof, “Measurement Period” shall mean each period of four consecutive
fiscal quarters of the Parent Guarantor; provided,
however, that (i) in respect of June 30, 2009, the Measurement Period
shall be the fiscal quarter of the Parent Guarantor then ended, (ii)
in respect of September 30, 2009, the Measurement Period shall be the two
consecutive fiscal quarters of the Parent Guarantor then ended and (iii) in
respect of December 31, 2009, the Measurement Period shall be the three
consecutive fiscal quarters of the Parent Guarantor then ended.”
(b) Effective
as of the date hereof, Schedule 4.01(f) to the Credit Agreement is hereby
replaced in its entirety by the replacement “Schedule 4.01(f)” attached hereto
as Annex A.
SECTION
3. Conditions of
Effectiveness. This Amendment shall become effective as of the
date when, and only when (the “Amendment No. 2 Effective
Date”), each of the following conditions precedent shall have been
satisfied or waived:
(i) The
Administrative Agent shall have received counterparts of this Amendment executed
by (A) the Borrower and AMR, (B) the Administrative Agent and the Collateral
Agent and (C) each of the Required Lenders, or as to any such Lender, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment.
(ii) A
certificate of each Loan Party signed on behalf of such Loan Party by its
President or a Vice President and its Secretary or any Assistant Secretary,
dated the date of the Amendment No. 2 Effective Date, certifying as to (i) the
truth of the representations and warranties contained in the Financing Documents
as though made on and as of the date of the Amendment No. 2 Effective Date,
except to the extent that any such representation or warranty relates to a
specified date, in which case such representation or warranty shall be or was
true and correct as of such date, and (ii) the absence of any event
occurring and continuing, or resulting from the Amendment No. 2 Effective Date,
that constitutes a Default or an Event of Default.
(iii) The
Borrower shall have paid (a) to the Administrative Agent, for the benefit of
each Term 2 Lender executing this Amendment on or before May 15, 2008, a fee
equal to 3.50% of the aggregate principal amount of the Term 2 Advances of each
such Lender outstanding on the date hereof, (b) to the Administrative Agent, for
the benefit of each Revolving Credit 1 Lender executing this Amendment on or
before May 15, 2008, a fee equal to 1.50% of the Revolving Credit 1 Commitment
of each such Lender in effect on the date hereof and (c) all invoiced accrued
fees and expenses of the Administrative Agent (including the reasonable fees and
expenses of Shearman & Sterling LLP, counsel for the Administrative Agent,
for which invoices shall have been provided to the Borrower at least two
Business Days prior to the Amendment No. 2 Effective Date).
SECTION
4. Representations and
Warranties of the Loan Parties. Each
of the Borrower and AMR represents and warrants as follows:
(a) The
execution, delivery and performance by the Borrower and AMR of this Amendment
and the performance by the Borrower and AMR of the Credit Agreement, as amended
hereby, have been duly authorized by all necessary limited liability company or
corporate action.
(b) This
Amendment has been duly executed and delivered by the Borrower and
AMR. This Amendment and the Credit Agreement, as amended hereby,
constitute the legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their respective terms, subject to the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors’ rights generally, and subject to the effects of
general principles of equity (regardless whether considered in a proceeding in
equity or at law) and implied covenants of good faith and fair
dealing).
SECTION
5. Reference to and Effect on
the Credit Agreement and the other Financing Documents
(a) On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Financing Documents to “the Credit Agreement”, “the Amended and
Restated Credit Agreement”, “thereunder”, “thereof” or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.
(b) The
Credit Agreement (as specifically amended by this Amendment), the Notes, the SGR
Security Agreement and each of the other Financing Documents are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed. Without limiting the generality of the foregoing, the
Collateral Documents and all of the Collateral described thereof do and shall
continue to secure the payment of all Obligations of the Loan Parties under the
Financing Documents.
(c) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or Agent under any of the Financing Documents, nor constitute a
waiver of any provision of any of the Financing Documents.
(d) Each
of the Borrower, the Parent Guarantor and the Required Lenders hereby agree that
this Amendment shall be a Financing Document for all purposes of the Credit
Agreement and the other Financing Documents.
SECTION
6. Execution in
Counterparts
This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and
the same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by telecopier to the attention of Chris Herzog
at fax # 646-291-5162 no later than 5PM EDT, May 15, 2008 shall be effective as
delivery of a manually executed counterpart of this Amendment.
SECTION
7. Governing
Law
This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.
[signature
pages intentionally omitted]