Amr Corp Sample Contracts

American Airlines Group Inc. – CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN AIRLINES GROUP INC. June 13, 2018 (June 13th, 2018)

The undersigned duly authorized officer of American Airlines Group Inc., a Delaware corporation, hereby certifies the following:

American Airlines Group Inc. – THIRD AMENDED AND RESTATED BYLAWS OF AMERICAN AIRLINES GROUP INC. (hereinafter called the “Corporation”) Effective June 13, 2018 (June 13th, 2018)

The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, Delaware. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

American Airlines Group Inc. – SECONDTHIRD AMENDED AND RESTATED BYLAWS OF AMERICAN AIRLINES GROUP INC. (hereinafter called the “Corporation”) Adopted January 25[•], 20172018 (April 30th, 2018)

The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, Delaware. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

American Airlines Group Inc. – CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN AIRLINES GROUP INC. (February 21st, 2018)
American Airlines Group Inc. – SECONDTHIRD AMENDED AND RESTATED BYLAWS OF AMERICAN AIRLINES GROUP INC. (hereinafter called the “Corporation”) Adopted January 25[•], 20172018 (February 21st, 2018)

The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, Delaware. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

American Airlines Group Inc. – Investor Relations Update April 11, 2017 (April 11th, 2017)

•   TRASM and Pre-tax Margin – The Company expects its first quarter total revenue per available seat mile (TRASM) to be up approximately 2 to 4 percent. In addition, the Company expects its first quarter pre-tax margin excluding special items to be approximately 4 to 6 percent.1

American Airlines Group Inc. – AMERICAN AIRLINES GROUP REPORTS MARCH TRAFFIC RESULTS (April 11th, 2017)

American Airlines Group’s total revenue passenger miles (RPMs) were 18.8 billion, down 1.2 percent versus March 2016. Total capacity was 23.0 billion available seat miles (ASMs), down 0.9 percent versus March 2016. Total passenger load factor was 81.5 percent, down 0.2 percentage points versus March 2016.

American Airlines Group Inc. – SECOND AMENDED AND RESTATED BYLAWS OF AMERICAN AIRLINES GROUP INC. (hereinafter called the “Corporation”) Adopted January 25, 2017 (January 30th, 2017)

The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, Delaware. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

American Airlines Group Inc. – SECOND AMENDED AND RESTATED BYLAWS OF AMERICAN AIRLINES GROUP INC. (hereinafter called the “Corporation”) Adopted March 9January 25, 20162017 (January 30th, 2017)

Delaware. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

American Airlines Group Inc. – SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (October 20th, 2016)

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Second Amendment”), dated as of September 22, 2016 among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (the “Parent” or the “Guarantor”), the lenders party hereto with a 2016 Replacement Term Loan Commitment referred to below (the “2016 Replacement Term Lenders”), each other lender party hereto and Citibank N.A. (“Citi”), as administrative agent (in such capacity, the “Administrative Agent”) and as the designated lender of 2016 Replacement Term Loans referred to below (in such capacity, the “Designated 2016 Replacement Term Lender”). 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.

American Airlines Group Inc. – SUPPLEMENTAL AGREEMENT NO. 7 to Purchase Agreement No. 3219 between THE BOEING COMPANY and AMERICAN AIRLINES, INC. Relating to Boeing Model 787 Aircraft (October 20th, 2016)

THIS SUPPLEMENTAL AGREEMENT No. 7 (SA-7) is made between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington (Boeing), and AMERICAN AIRLINES, INC, a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);

American Airlines Group Inc. – SUPPLEMENTAL AGREEMENT NO. 5 to Purchase Agreement No. 03735 between THE BOEING COMPANY and AMERICAN AIRLINES, INC. Relating to Boeing Model 737 MAX Aircraft (October 20th, 2016)

This SUPPLEMENTAL AGREEMENT No. 5 (SA-5), entered into as of August   8  , 2016 (SA-5 Effective Date), by and between THE BOEING COMPANY, a Delaware corporation with offices in Washington state (Boeing) and AMERICAN AIRLINES, INC. a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);

American Airlines Group Inc. – Amendment No. 8 to the Amended and Restated Airbus A350 XWB Purchase Agreement dated as of October 2, 2007 between AIRBUS S.A.S. and AMERICAN AIRLINES, INC. (October 20th, 2016)

This Amendment No. 8 to the Amended and Restated Airbus A350 XWB Purchase Agreement between Airbus S.A.S. and American Airlines, Inc. (this “Amendment”) is entered into as of July 18, 2016 by and between Airbus S.A.S., a société par actions simplifiée, organized and existing under the laws of the Republic of France, having its registered office located at 1, rond-point Maurice Bellonte, 31700 Blagnac, France (the “Seller”), and American Airlines, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, U.S.A., as successor by merger to US Airways, Inc. (the “Buyer”).

American Airlines Group Inc. – AMENDED AND RESTATED BYLAWS OF AMERICAN AIRLINES GROUP INC. (hereinafter called the “Corporation”) Adopted March 9, 2016 (March 9th, 2016)

The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, Delaware. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

American Airlines Group Inc. – AMENDED AND RESTATED BYLAWS OF AMERICAN AIRLINES GROUP INC. (hereinafter called the “Corporation”) Adopted DecemberMarch 9, 20132016 (March 9th, 2016)

The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, Delaware. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine.

American Airlines Group Inc. – Corporate Communications mediarelations@aa.com Investor Relations investor.relations@aa.com (January 12th, 2016)

American Airlines Group’s total revenue passenger miles (RPMs) were a record 18.3 billion, up 1.5 percent versus December 2014. Total capacity was 22.5 billion available seat miles (ASMs), flat versus December 2014. Total passenger load factor was 81.6 percent, up 1.2 percentage points versus December 2014.

American Airlines Group Inc. – Amendment No. 16 to the Amended and Restated Airbus A320 Family Aircraft Purchase Agreement dated as of October 2, 2007 between AIRBUS S.A.S. and US AIRWAYS, INC. (July 24th, 2014)

This Amendment No. 16 to the Amended and Restated Airbus A320 Family Aircraft Purchase Agreement between Airbus S.A.S. and US Airways, Inc. (this “Amendment”) is entered into as of July 1, 2014 by and between Airbus S.A.S., a société par actions simplifiée, organized and existing under the laws of the Republic of France, having its registered office located at 1, rond-point Maurice Bellonte, 31700 Blagnac, France (the “Seller”), and US Airways, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 111 West Rio Salado Parkway, Tempe, Arizona 85281, U.S.A. (the “Buyer”).

American Airlines Group Inc. – SUPPLEMENTAL AGREEMENT NO. 4 to Purchase Agreement No. 3219 between THE BOEING COMPANY and AMERICAN AIRLINES, INC. Relating to Boeing Model 787 Aircraft (July 24th, 2014)

THIS SUPPLEMENTAL AGREEMENT No. 4 (SA-4) is made between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington, (Boeing), and AMERICAN AIRLINES, INC, a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);

American Airlines Group Inc. – AMENDMENT NO. 6 to the A320 Family Aircraft Purchase Agreement made July 20, 2011 between AIRBUS S.A.S. and AMERICAN AIRLINES, INC. (July 24th, 2014)

This Amendment No. 6 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 July 1, 2014, 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”).

American Airlines Group Inc. – AMENDMENT NO. 5 to the A320 Family Aircraft Purchase Agreement made July 20, 2011 between AIRBUS S.A.S. and AMERICAN AIRLINES, INC. (July 24th, 2014)

This Amendment No. 5 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 June 24, 2014, 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”).

American Airlines Group Inc. – AMENDMENT NO. 4 to the A320 Family Aircraft Purchase Agreement made July 20, 2011 between AIRBUS S.A.S. and AMERICAN AIRLINES, INC. (July 24th, 2014)

This Amendment No. 4 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 June 18, 2014, 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”).

American Airlines Group Inc. – Supplemental Agreement No. 37 to Purchase Agreement No. 1977 between The Boeing Company and American Airlines, Inc. Relating to Boeing Model 737-800 Aircraft (July 24th, 2014)

THIS SUPPLEMENTAL AGREEMENT, entered into as of April 25, 2014, (Supplemental Agreement Number 37) by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington, (Boeing) and AMERICAN AIRLINES, INC., a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);

American Airlines Group Inc. – Supplemental Agreement No. 36 to Purchase Agreement No. 1980 between The Boeing Company and AMERICAN AIRLINES, INC Relating to Boeing Model 777 Aircraft (July 24th, 2014)

THIS SUPPLEMENTAL AGREEMENT No. 36, entered into this 30th day of April 2014, (SA-36) by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington, (Boeing) and American Airlines, Inc., a Delaware corporation with offices in Fort Worth, Texas (Customer);

American Airlines Group Inc. – NOTICE TO HOLDERS OF AMERICAN AIRLINES GROUP SERIES A CONVERTIBLE PREFERRED STOCK REGARDING FINAL MANDATORY CONVERSION DATE (April 8th, 2014)

FORT WORTH, Texas - American Airlines Group Inc. (the “Company”) today provided the following notice to holders of its Series A Convertible Preferred Stock (NASDAQ: AALCP) (the “Convertible Preferred Stock”) pursuant to Section 5.1 of the Certificate of Designations governing the terms of the Convertible Preferred Stock. Capitalized terms not otherwise defined in this notice have the meaning set forth in the Certificate of Designations.

American Airlines Group Inc. – NOTICE TO HOLDERS OF AMERICAN AIRLINES GROUP SERIES A CONVERTIBLE PREFERRED STOCK REGARDING THIRD MANDATORY CONVERSION DATE (March 10th, 2014)

FORT WORTH, Texas - American Airlines Group Inc. (the “Company”) today provided the following notice to holders of its Series A Convertible Preferred Stock (NASDAQ: AALCP) (the “Convertible Preferred Stock”) pursuant to Section 5.1 of the Certificate of Designations governing the terms of the Convertible Preferred Stock. Capitalized terms not otherwise defined in this notice have the meaning set forth in the Certificate of Designations.

American Airlines Group Inc. – NOTICE TO HOLDERS OF AMERICAN AIRLINES GROUP SERIES A CONVERTIBLE PREFERRED STOCK REGARDING SECOND MANDATORY CONVERSION DATE (February 7th, 2014)

FORT WORTH, Texas – American Airlines Group Inc. (the “Company”) today provided the following notice to holders of its Series A Convertible Preferred Stock (NASDAQ: AALCP) (the “Convertible Preferred Stock”) pursuant to Section 5.1 of the Certificate of Designations governing the terms of the Convertible Preferred Stock. Capitalized terms not otherwise defined in this notice have the meaning set forth in the Certificate of Designations.

American Airlines Group Inc. – NOTICE TO HOLDERS OF AMERICAN AIRLINES GROUP SERIES A CONVERTIBLE PREFERRED STOCK REGARDING SECOND MANDATORY CONVERSION DATE (February 7th, 2014)

FORT WORTH, Texas – American Airlines Group Inc. (the “Company”) today provided the following notice to holders of its Series A Convertible Preferred Stock (NASDAQ: AALCP) (the “Convertible Preferred Stock”) pursuant to Section 5.1 of the Certificate of Designations governing the terms of the Convertible Preferred Stock. Capitalized terms not otherwise defined in this notice have the meaning set forth in the Certificate of Designations.

American Airlines Group Inc. – NOTICE TO HOLDERS OF AMERICAN AIRLINES GROUP SERIES A CONVERTIBLE PREFERRED STOCK REGARDING OPTIONAL CONVERSION CUTOFF DATE (January 15th, 2014)

FORT WORTH, Texas – American Airlines Group (the “Company”) today provided the following notice to Holders of its Series A Convertible Preferred Stock (NASDAQ: AALCP) (the “Convertible Preferred”) pursuant to Section 5.2 of the Certificate of Designations relating to the Convertible Preferred (the “Certificate of Designations”) (capitalized terms not otherwise defined in this notice have the meaning set forth in the Certificate of Designations):

American Airlines Group Inc. – NOTICE TO HOLDERS OF AMERICAN AIRLINES GROUP SERIES A CONVERTIBLE PREFERRED STOCK REGARDING FIRST MANDATORY CONVERSION DATE (January 8th, 2014)

FORT WORTH, Texas – American Airlines Group Inc. (the “Company”) today provided the following notice to holders of its Series A Convertible Preferred Stock (NASDAQ: AALCP) (the “Convertible Preferred Stock”) pursuant to Section 5.1 of the Certificate of Designations governing the terms of the Convertible Preferred Stock . Capitalized terms not otherwise defined in this notice have the meaning set forth in the Certificate of Designations.

Amr Corp – AMERICAN AIRLINES GROUP INC. 2013 INCENTIVE AWARD PLAN (December 4th, 2013)

The purpose of the American Airlines Group Inc. 2013 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of AMR Corporation, a Delaware corporation (together with its successors and assigns, the “Company”), by linking the individual interests of the members of the Board, Employees and Consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees and Consultants upon whose judgment, interest and special effort the successful conduct of the Company’s operation is largely dependent. The Plan shall be subject to and effective (the “Effective Date”) as of the date of the “Closing” as defined in and as provided in that Agreement and Pla

Amr Corp – FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (October 17th, 2013)

FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “First Amendment”), dated as of August 5, 2013, among American Airlines, Inc., a Delaware corporation (the “Borrower”), AMR Corporation, a Delaware corporation (the “Parent”), the 2013 New Lenders (as defined below) and Deutsche Bank AG New York Branch, as administrative agent (in such capacity, the “Administrative Agent”). 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 First Amendment).

Amr Corp – Amendment No. 2 to the A320 Family Aircraft Purchase Agreement made July 20, 2011 between AIRBUS S.A.S. and AMERICAN AIRLINES, INC. (July 18th, 2013)

This LEASE AGREEMENT ([YEAR] MSN [MSN]) (as amended, modified or supplemented from time to time, this “Lease”), dated as of [            ], [YEAR], between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly provided herein, but solely as Owner Trustee (herein in such capacity, together with its successors and permitted assigns, “Lessor” or “Owner Trustee”, and in its individual capacity, together with its successors and permitted assigns, “Trust Company”), and AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Lessee”).

Amr Corp – SUPPLEMENTAL AGREEMENT NO. 1 to Purchase Agreement No. 03735 between THE BOEING COMPANY and AMERICAN AIRLINES, INC. Relating to Boeing Model 737 MAX Aircraft (July 18th, 2013)

This SUPPLEMENTAL AGREEMENT No. 1(SA-1), entered into as of April 15, 2013 (SA-1 Effective Date), by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington (Boeing) and AMERICAN AIRLINES, INC. a Delaware corporation with offices in Fort Worth Texas, together with its successors and permitted assigns (Customer);

Amr Corp – CREDIT AND GUARANTY AGREEMENT dated as of June 27, 2013 among AMERICAN AIRLINES, INC., as the Borrower, AMR CORPORATION, as Parent and a Guarantor, THE SUBSIDIARIES OF PARENT FROM TIME TO TIME PARTY HERETO OTHER THAN THE BORROWER, as Guarantors, THE LENDERS PARTY HERETO, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, CITIGROUP GLOBAL MARKETS INC., as Left Lead Arranger for the Revolving Facility and Syndication Agent, BARCLAYS BANK PLC, GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC and MORGAN STANLEY SENIOR FUNDING, INC., as Documentation Agents, CITIGROUP (July 18th, 2013)

CREDIT AND GUARANTY AGREEMENT, dated as of June 27, 2013, among AMERICAN AIRLINES, INC., a Delaware corporation (the “Borrower”), AMR CORPORATION, a Delaware corporation (“Parent”), the direct and indirect Domestic Subsidiaries of Parent from time to time party hereto other than the Borrower, each of the several banks and other financial institutions or entities from time to time party hereto as a lender (the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Lenders (together with its permitted successors in such capacity, the “Administrative Agent”), as collateral agent (in such capacity, the “Collateral Agent”) and as an issuing lender (in such capacity, an “Issuing Lender”), CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, GOLDMAN SACHS BANK USA, J.P. MORGAN SECURITIES LLC and MORGAN STANLEY SENIOR FUNDING, INC., as joint lead arrangers (collectively, the “Joint Lead Arrangers”), and DEUTSCHE BANK SECURITIES, INC., CITIGROU

Amr Corp – PRESS RELEASE Sean Collins mediarelations@aa.com (June 27th, 2013)

NEW YORK – American Airlines, Inc. (American), the principal operating subsidiary of AMR Corporation, today announced it has commenced tender offers to purchase for cash any and all of its 8.625% Class A Pass Through Certificates, Series 2011-2 (2011-2 Certificates), its 10.375% Class A Pass Through Certificates, Series 2009-1 (2009-1 Certificates), and its 13.0% 2009-2 Secured Notes due 2016 (2009-2 Notes and, together with the 2011-2 Certificates and the 2009-1 Certificates, collectively, “Securities”). The offers are made pursuant to and are subject to the terms and conditions described in the Offer to Purchase dated as of the date hereof (Offer to Purchase) and related Letter of Transmittal.