EXHIBIT 4.2
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GUARANTEE
From
AMR CORPORATION
as Guarantor
to
CITIBANK, N.A.
as Trustee
Dated as of
[Description of Securities]
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GUARANTEE
This Guarantee (this "Guarantee") made and entered into as of
from AMR CORPORATION, a corporation duly organized and existing under the laws
of the State of Delaware and having its principal office at 0000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxx Xxxxx, Xxxxx 00000, as guarantor (the "Guarantor"), to CITIBANK,
N.A., Trustee, a national banking association organized and existing under the
laws of the United States of America (the "Trustee"). Defined terms used herein
without definition shall have the meanings given to them in the Indenture, dated
as of March , 2002 between American Airlines, Inc., a Delaware corporation (the
"Company"), and the Trustee, as supplemented by [description of Indenture
Supplement] (the "Indenture").
Recitals
The Guarantor is the parent corporation of the Company and has
duly authorized the execution and delivery of this Guarantee to provide for the
guarantee by the Guarantor for the benefit of the Holders of [description of
Securities (the "Securities")] issued pursuant to the Indenture.
For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities:
ARTICLE I
REPRESENTATIONS AND WARRANTIES OF GUARANTOR
Section 1.1. Guarantor Representations and Warranties. The
Guarantor does hereby represent and warrant that it is a corporation duly
incorporated and in good standing under the laws of the State of Delaware, has
the power to enter into and perform this Guarantee and to own its corporate
property and assets, has duly authorized the execution and delivery of this
Guarantee by proper corporate action and neither this Guarantee, the
authorization, execution, delivery and performance hereof, the performance of
the agreements herein contained nor the consummation of the transactions herein
contemplated will violate in any material respect any provision of law, any
order of any court or agency of government or any agreement, indenture or other
instrument to which the Guarantor is a party or by which it or its property is
bound, or in any material respect be in conflict with or result in a breach of
or constitute a default under any indenture, agreement or other instrument or
any provision of its certificate of incorporation, bylaws or any requirement of
law. This Guarantee constitutes the legal, valid and binding obligation of the
Guarantor enforceable against the Guarantor in accordance with its terms, except
as the enforceability hereof may be limited by applicable bankruptcy,
insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general equitable principles.
ARTICLE II
GUARANTEE OF OBLIGATIONS
Section 2.1. Obligations Guaranteed. The Guarantor hereby
unconditionally guarantees (a) to each Holder of a Security authenticated and
delivered by the Trustee or Authenticating Agent, the full and prompt payment of
the principal of and premium, if any, and interest on, and any Redemption Price
with respect to, such Security, when and as the same shall become due and
payable, whether at the stated maturity thereof, by acceleration, call for
redemption or otherwise in accordance with the terms of the Security and the
Indenture and (b) to the Trustee the full and prompt payment upon written demand
therefor of all amounts due it in accordance with the terms of the Indenture. If
for any reason the Company shall fail punctually to pay any such principal,
premium, interest or Redemption Price, the Guarantor hereby agrees to cause any
such payment to be made punctually when and as the same shall become due and
payable, whether at the stated maturity thereof, by acceleration, call for
redemption or otherwise. All payments by the Guarantor hereunder shall be paid
in lawful money of the United States of America.
Section 2.2. Obligations Unconditional. The obligations of the
Guarantor under this Guarantee shall be absolute, unconditional and irrevocable
and shall constitute a continuing guarantee of payment and not of
collectability. Such obligations shall remain in full force and effect until
this Guarantee shall terminate in accordance with the provisions of Section 5.1
hereof, and, to the maximum extent permitted by applicable law, such obligations
shall not be affected, modified, released or impaired by any state of facts or
the happening from time to time of any event, including, without limitation, any
of the following, whether or not with notice to, or the consent of, the
Guarantor:
(a) the waiver, compromise, settlement, release or termination
of any or all of the obligations, covenants or agreements of the
Company contained in the Securities or the Indenture, or of the
payment, performance or observance thereof;
(b) the failure to give notice to the Guarantor of the
occurrence of any default or an Event of Default under the terms and
provisions of the Securities or the Indenture;
(c) the assignment or purported assignment of any of the
obligations, covenants and agreements contained in this Guarantee;
(d) the extension of the time for payment of any principal of,
premium, if any, or interest on, or any Redemption Price with respect
to the Securities or of the time for
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performance of any obligations, covenants or agreements under or
arising out of the Securities or the Indenture or the extension or the
renewal of any thereof;
(e) the modification or amendment (whether material or
otherwise) of any obligation, covenant or agreement set forth in the
Securities or the Indenture;
(f) the taking or the omission to take any of the actions
referred to in this Guarantee or in the Indenture;
(g) any failure, omission or delay on the part of, or the
inability of, the Trustee or the Holders of the Securities to enforce,
assert or exercise any right, power or remedy conferred on the Trustee,
such Holders or any other person in this Guarantee or in the Indenture
for any reason;
(h) the voluntary or involuntary liquidation, dissolution,
merger, consolidation, sale or other disposition of all or
substantially all the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition with creditors or
readjustment of, or other similar proceedings affecting the Company or
any or all of its assets, or any allegation or contest of the validity
of the Securities or the Indenture or the disaffirmance of the
Securities or the Indenture in any such proceeding; it being
specifically understood, consented and agreed to that this Guarantee
shall remain and continue in full force and effect and shall be
enforceable against the Guarantor to the same extent and with the same
force and effect as if such proceedings had not been instituted, and it
is the intent and purpose of this Guarantee that the Guarantor shall
and does hereby waive, to the maximum extent permitted by applicable
law, all rights and benefits which might accrue to the Guarantor by
reason of any such proceedings;
(i) any event or action that would, in the absence of this
clause, result in the release or discharge by operation of law of the
Guarantor from the performance or observance of any obligation,
covenant or agreement contained in this Guarantee;
(j) the default or failure of the Guarantor fully to perform
any of its obligations set forth in this Guarantee;
(k) the release, substitution or replacement of any security
pledged for the benefit of the Holders of the Securities under the
Indenture;
(l) the disposition by the Guarantor of any or all of its
interest in any capital stock of the Company, or any change,
restructuring or termination of the corporate structure, ownership,
corporate existence or any rights or franchises of the Company;
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(m) any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of a surety or a guarantor; or
(n) any other occurrence whatsoever, whether similar or
dissimilar to the foregoing.
Section 2.3. No Waiver or Set-Off. The Guarantor agrees that,
to the maximum extent permitted by law, (a) no act of commission or omission of
any kind or at any time on the part of the Trustee or any Holder of the
Securities, or their successors and assigns, in respect of any matter whatsoever
shall in any way impair the rights of the Trustee or such Holders to enforce any
right, power or benefit under this Guarantee, and (b) no set-off, counterclaim,
reduction, or diminution of any obligation, or any defense of any kind or nature
(other than performance), which the Guarantor or the Company has or may have
against the Trustee or such Holders or any assignee or successor thereof shall
be available hereunder to the Guarantor.
Section 2.4. Waiver of Notice; Expenses. The Guarantor hereby
expressly waives notice from the Trustee or the Holders of the Securities of
their acceptance and reliance on this Guarantee. The Guarantor further waives,
to the maximum extent permitted by law, any right that it may have (a) to
require the Trustee or the Holders of the Securities to take action or otherwise
proceed against the Company, (b) to require the Trustee or the Holders of the
Securities to proceed against or exhaust any security pledged for the benefit of
the Holders of the Securities under the Indenture or (c) to require the Trustee
or the Holders of the Securities otherwise to enforce, assert or exercise any
other right, power or remedy that may be available to the Trustee or such
Holders. The Guarantor agrees to pay all costs, expenses and fees, including all
reasonable attorneys' fees and expenses, that may be incurred by the Trustee in
enforcing or attempting to enforce this Guarantee or protecting the rights of
the Trustee or the Holders of the Securities following any default on the part
of the Guarantor hereunder, whether the same shall be enforced by suit or
otherwise.
Section 2.5. Subrogation of Guarantor; Subordination.
Notwithstanding any payment or payments made by the Guarantor, the Guarantor
agrees that it will not enforce, by reason of subrogation, contribution,
indemnity or otherwise, any rights the Trustee or the Holders of the Securities
may have against the Company until all of the Securities guaranteed hereby shall
have been finally, indefeasibly and unconditionally paid in full. Any claim of
the Guarantor against the Company arising from payments made by the Guarantor by
reason of this Guarantee shall be in all respects subordinated to the final,
indefeasible, unconditional, full and complete payment or discharge of all of
the Securities guaranteed hereby.
Section 2.6. Reinstatement. This Guarantee shall continue to
be effective, or be automatically reinstated, as the case may be, if at any time
payment, or any part thereof, made by or on behalf of the Company or the
Guarantor in respect of any of the Securities is rescinded or must otherwise be
restored or returned by the Trustee or any Holder of such Securities for any
reason whatsoever, whether upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the
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Company, or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for the Company or any substantial
part of its properties, or otherwise, all as though such payment had not been
made.
Section 2.7. Rights of Holders. The Guarantor expressly
acknowledges that (a) this Guarantee will be deposited with the Trustee to be
held for the benefits of the Holders of the Securities; (b) the Trustee has the
right to enforce this Guarantee on behalf of the Holders of the Securities; (c)
the Holders of a majority in aggregate principal amount of the Outstanding
Securities (voting as a class) shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on it with respect to this Guarantee,
or to waive any default hereunder and its consequences (other than a default in
any payment required hereunder); provided, however, that (i) the Trustee may
refuse to follow any direction that conflicts with law or this Guarantee, (ii)
the Trustee may refuse to follow any direction that is unduly prejudicial to the
rights of the Holders of the Securities not consenting, or that would in the
good faith judgment of the Trustee have a substantial likelihood of involving
the Trustee in personal liability and (iii) the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction; and (d) any Holder of a Security shall have the right to institute
any proceeding, judicial or otherwise, to enforce its rights under this
Guarantee without first instituting a legal proceeding against the Trustee, the
Company or any other Person.
ARTICLE III
COVENANTS OF THE GUARANTOR
[Section 3.1. Consolidation or Merger of the Guarantor. The
Guarantor may merge or consolidate with or into any other Person or sell,
convey, transfer or otherwise dispose of all or substantially all of its assets
to any Person, if (a) (i) in the case of a merger or consolidation, the
Guarantor is the surviving corporation or (ii) in the case of a merger or
consolidation where the Guarantor is not the surviving corporation and in the
case of any sale, conveyance, transfer or other disposition, the resulting,
surviving or transferee Person is organized and existing under the laws of the
United States or a State thereof and such Person expressly assumes by
supplemental agreement all the obligations of the Guarantor under this Guarantee
and (b) the Guarantor shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such merger,
consolidation, sale, conveyance, transfer or other disposition complies with
this Section and that all conditions precedent herein provided for relating to
such transaction have been complied with. In the event of the assumption by a
successor Person of the obligations of the Guarantor as provided in clause
(a)(ii) of the immediately preceding sentence, such successor Person shall
succeed to and be substituted for the Guarantor hereunder and all such
obligations of the Guarantor shall terminate.
Section 3.2. Reports by the Guarantor. During the term
hereof, the Guarantor covenants:
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(a) to file with the Trustee, within 30 days after the
Guarantor is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the
Guarantor may be required to file with the Commission pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934, as
amended; or, if the Guarantor is not required to file information,
documents or reports pursuant to either of such sections, then to file
with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission pursuant to
Section 314(a) of the Trust Indenture Act such of the supplementary and
periodic information, documents and reports which may be required
pursuant to section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such
rules and regulations;
(b) to file with the Trustee and the Commission, in accordance
with the rules and regulations prescribed from time to time by the
Commission pursuant to Section 314(a) of the Trust Indenture Act such
additional information, documents and reports with respect to
compliance by the Guarantor with the conditions and covenants provided
for in this Guarantee and the Indenture, as may be required from time
to time by such rules and regulations;
(c) to transmit to all Holders of the Securities within 30
days after the filing thereof with the Trustee, in the manner and to
the extent provided in section 313(c) of the Trust Indenture Act, such
summaries of any information, documents and reports required to be
filed by the Guarantor pursuant to subsections (a) and (b) of this
Section 3.2, as may be required by rules and regulations prescribed
from time to time by the Commission pursuant to Section 314(a) of the
Trust Indenture Act; and
(d) to deliver to the Trustee, within 120 days after the end
of each fiscal year of the Guarantor, a brief certificate from the
principal executive officer, principal financial officer, or principal
accounting officer as to his or her knowledge of the Guarantor's
compliance with all conditions and covenants under this Guarantee. For
purposes of this Section 3.2, such compliance shall be determined
without regard to any period of grace or requirement of notice provided
under this Guarantee.][Delete if comparable provisions are included in
applicable Indenture Supplement.]
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ARTICLE IV
NOTICES
Section 4.1. Notices. All notices, certificates or other
communications to the Guarantor hereunder shall be sufficient for every purpose
hereunder if in writing and mailed, first-class postage prepaid, to the
Guarantor addressed to it at AMR Corporation, MD 5566, X.X. Xxx 000000,
Xxxxxx/Xxxx Xxxxx Xxxxxxx, Xxxxx 00000-0000, Attention: Treasurer, or at any
other address previously furnished in writing to the Trustee by the Guarantor.
ARTICLE V
MISCELLANEOUS
Section 5.1. Effective Date; Termination. The obligations of
the Guarantor hereunder shall arise absolutely and unconditionally upon the date
of the initial delivery of and authentication of the Securities. Subject to
Section 2.6, this Guarantee shall terminate on such date as the Indenture is
discharged and satisfied as to the Securities.
Section 5.2. Evidence of Compliance with Conditions Precedent.
The Guarantor shall provide the Trustee with such evidence of compliance with
such conditions precedent, if any, provided for in this Guarantee that relate to
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officer's Certificate.
Section 5.3. Remedies Not Exclusive. No remedy herein
conferred upon or reserved to the Trustee or Holders of the Securities is
intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other
remedy given under this Guarantee or now or hereafter existing at law or in
equity. No delay or omission to exercise any right or power accruing upon any
default, omission or failure of performance hereunder shall impair any such
right or power or shall be construed to be a waiver thereof, but any such right
or power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle the Trustee and Holders of the Securities to
exercise any remedy reserved to it in this Guarantee, to the maximum extent
permitted by applicable law, it shall not be necessary to give any notice. In
the event any provision contained in this Guarantee should be breached, and
thereafter duly waived, such waiver shall be limited to the particular breach so
waived and shall not be deemed to waive any other breach hereunder. To the
maximum extent permitted by applicable law, no waiver, amendment, release or
modification of this Guarantee shall be established by conduct, custom or course
of dealing, but solely by an instrument in writing duly executed by the parties
to this Guarantee.
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Section 5.4. Amendments. This Guarantee may be amended or
modified only by an instrument in writing signed by the duly authorized
representatives of the parties hereto.
Section 5.5. Entire Agreement; Counterparts. This Guarantee
constitutes the entire agreement, and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof and may be executed simultaneously in several
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
Section 5.6. Severability. The invalidity or unenforceability
of any one or more phrases, sentences, clauses or sections contained in this
Guarantee shall not affect the validity or enforceability of the remaining
portions of this Guarantee, or any part thereof.
Section 5.7. Governing Law. THIS GUARANTEE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. This Guarantee is subject
to the Trust Indenture Act and if any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required by the
Trust Indenture Act to be a part of and govern this Guarantee, the latter
provision shall control. If any provision of this Guarantee modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the latter provision shall be deemed to apply to this Guarantee as so modified,
or to be excluded, as the case may be, whether or not such provision of this
Guarantee refers expressly to such provision of the Trust Indenture Act.
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IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to
be executed in is corporate name, as of the date first above written.
AMR CORPORATION
By:
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Title:
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CITIBANK, N.A.
as Trustee
By:
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Title:
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