GUARANTEE from AMR CORPORATION as Guarantor to as Pass Through Trustee, Subordination Agent and Loan Trustee [and [ ] as Owner Participant and [ ] as Owner Trustee] Dated as of
Exhibit 4.22
from
AMR CORPORATION
as Guarantor
as Guarantor
to
U.S. BANK TRUST NATIONAL ASSOCIATION
as Pass Through Trustee, Subordination Agent and Loan Trustee
[and
[ ]
as Owner Participant
as Owner Participant
and
[ ]
as Owner Trustee]
as Owner Trustee]
Dated as of
This Guarantee (this “Guarantee”) made and entered into as of [ ], 20 [ ], 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 U.S. BANK TRUST NATIONAL ASSOCIATION, in its individual capacity
(“U.S. Bank Trust”) and as Pass Through Trustee, Subordination Agent, and Loan Trustee [, the Owner
Participant referred to in the Participation Agreement referred to below, the Owner Trustee, and
the holders of the Equipment Notes from time to time] (collectively, together with their successors
and permitted assigns, the “Beneficiaries” and, individually, a “Beneficiary”).
RECITALS
[American Airlines, Inc., a Delaware corporation and wholly-owned subsidiary of the Guarantor
(together with its successors and permitted assigns, the “Company”) is entering into [that certain
Participation Agreement, dated as of , (the “Participation Agreement”), among
the Company, the Owner Participant, the Owner Trustee, the Loan Trustee, the Pass Through Trustee,
U.S. Bank Trust and the Subordination Agent relating to [Aircraft description] [Property
description]. Defined terms used herein without definition shall have the meanings assigned to
them in Appendix A to the Participation Agreement, or, if not defined therein, in the Pass Through
Trust Agreement.]
or
[American Airlines, Inc., a Delaware corporation and wholly-owned subsidiary of the Guarantor
(together with its successors and permitted assigns, the “Company”) is entering into [that
certain Participation Agreement, dated as of , (the “Participation
Agreement”), among the Company, the Pass Through Trustee, the Subordination Agent, the Loan
Trustee and U.S. Bank Trust relating to [Aircraft description] [Property description]. Defined
terms used herein without definition shall have the meanings assigned to them in Appendix A to the
Participation Agreement, or, if not defined therein, in the Pass Through Trust Agreement.]
It is a condition precedent to the obligations of the Beneficiaries to consummate the
transactions contemplated by the Participation Agreement that the Guarantor execute and deliver
this Guarantee.
Accordingly, for and in consideration of the premises and of other good and valuable
consideration, the Guarantor does hereby covenant and agree with the Beneficiaries from and after
the execution of the Participation Agreement as follows:
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; it has the power to enter into and perform this Guarantee and to
own its corporate property and assets; it has duly authorized the execution and delivery of this
Guarantee by proper corporate action; and neither this Guarantee, nor the authorization,
execution, delivery and performance hereof, nor 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 to each of the Beneficiaries, as their respective interests may appear, the full and
prompt payment by the Company, when and as the same shall become due and payable, whether at the
stated payment date thereof, by acceleration, or otherwise, of, and the faithful performance and
compliance with, all payment obligations of the Company under the Participation Agreement, [the
Lease,] [the Equipment Notes,] [the Pass Through Trust Agreement(s)]1 and the other
[Company Operative Documents] owed to the Beneficiaries strictly in accordance with the terms
| 1 | Insert appropriate references to documents to which the Company is a party. |
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thereof, however created, arising or evidenced, whether direct or indirect, primary or secondary,
absolute or contingent, joint or several, and whether now or hereafter existing or due or to
become due (such payment obligations, the “Obligations”). If for any reason the Company shall
fail punctually to pay any such Obligations, 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 payment date thereof, by acceleration, 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 and
present guarantee of payment and not of collectability. Such obligations shall remain in full
force and effect until the Obligations are finally, indefeasibly and unconditionally paid in full
in accordance with the terms of the Participation Agreement, [the Lease,] [the Equipment Notes,]
[the Pass Through Trust Agreement(s)] and the other [Company Operative Documents], 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 Participation
Agreement, [the Lease,] [the Equipment Notes,] [the Pass Through Trust Agreement(s)] or the
other [Company Operative Documents], 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 Participation Agreement, [the
Lease,] [the Equipment Notes,] [the Pass Through Trust Agreement(s)] or the other [Company
Operative Documents];
(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 Obligation or of the time for
performance of any obligations, covenants or agreements under or arising out of the
Participation Agreement, [the Lease,] [the Equipment Notes,] [the Pass Through Trust
Agreement(s)] or the other [Company Operative Documents] or the extension or the renewal of
any thereof;
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(e) the modification or amendment (whether material or otherwise) of any obligation,
covenant or agreement set forth in the Participation Agreement, [the Lease,] [the Equipment
Notes,] or the other [Company Operative Documents];
(f) the taking or the omission to take any of the actions referred to in this
Guarantee or in the Participation Agreement, [the Lease,] [the Equipment Notes,] [the Pass
Through Trust Agreement(s)] or the other [Company Operative Documents];
(g) any failure, omission or delay on the part of, or the inability of, the
Beneficiaries for any reason to enforce, assert or exercise any right, power or remedy
conferred on such Beneficiaries or any other [Person] [person, firm or corporation] in this
Guarantee or in the Participation Agreement, [the Lease,] [the Equipment Notes,] [the Pass
Through Trust Agreement(s)] or the other [Company Operative Documents];
(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 Participation Agreement, [the Lease,] [the Equipment Notes,]
[the Pass Through Trust Agreement(s)] or the other [Company Operative Documents] or the
disaffirmance of the Participation Agreement, [the Lease,] [the Equipment Notes,] [the Pass
Through Trust Agreement(s)] or any other [Company Operative Documents] in any such
proceeding; it being specifically understood, consented and agreed to, to the maximum
extent permitted by applicable law, 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;
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(k) the release, substitution or replacement of any security for the performance or
observation of any of the Obligations;
(l) any assignment, transfer, [sub]lease or other arrangement by which the Company
transfers possession of or loses control of the use of the [Aircraft description] [Property
description];
(m) 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;
(n) any other circumstances which might otherwise constitute a legal or equitable
discharge or defense of a surety or a guarantor; or
(o) 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
any Beneficiary, or its successors and assigns, in respect of any matter whatsoever shall in any
way impair the rights of the Beneficiaries 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 any Beneficiary 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 Beneficiaries 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 Beneficiaries to take action or otherwise proceed against the Company, (b) to require the
Beneficiaries to proceed against or exhaust any security granted by the Company [or the Owner
Trustee] or (c) to require the Beneficiaries otherwise to enforce, assert or exercise any other
right, power or remedy that may be available to the Beneficiaries. The Guarantor agrees to pay
all costs, expenses and fees, including all reasonable attorneys’ fees and expenses, that may be
incurred by the Beneficiaries in enforcing or attempting to enforce this Guarantee or protecting
the rights of the Beneficiaries following any default on the part of the Guarantor hereunder,
whether the same shall be enforced by suit or otherwise.
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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 Beneficiaries may have against
the Company until all of the Obligations 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
Obligations.
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 Obligations is rescinded
or must otherwise be restored or returned by the Beneficiaries for any reason whatsoever, whether
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the 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 to Proceed Against the Guarantor. In the event of a default in
any payment of any Obligation owed to any Beneficiaries, notwithstanding anything herein to the
contrary, such Beneficiaries shall have the right to institute any proceeding, judicial or
otherwise, to enforce their rights under this Guarantee without first instituting a legal
proceeding against 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 Person or (ii) in the case of a merger or
consolidation where the Guarantor is not the surviving Person and in the case of any such 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 Owner Trustee, the Owner Participant
and] the Loan 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
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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:
(a) to file with the Pass Through Trustee, within 30 days after the Guarantor is
required to file the same with the Securities and Exchange Commission (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 Pass Through 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 of 1939, as amended (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 Pass Through 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 Pass Through Trust Agreement, as may be required from time to time
by such rules and regulations;
(c) to transmit to all Holders of the Pass Through Certificates within 30 days after
the filing thereof with the Pass Through 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
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(d) to deliver to the Pass Through 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 Trust Supplement.]
ARTICLE IV
NOTICES
SECTION 4.1. Notices. All notices required under the terms and conditions of this
Guarantee shall be in writing and in English, and any such notice may be given by United States
mail, courier service or facsimile or any other customary means of communication, and any such
notice shall be effective when delivered (or, if delivered by facsimile, upon completion of
transmission and confirmation by the sender (by a telephone call to a representative of the
recipient or by machine confirmation) that such transmission was received), to the Guarantor
addressed to it at AMR Corporation, MD 5566, X.X. Xxx 000000, Xxxxxx/Xxxx Xxxxx Xxxxxxx, Xxxxx
00000-0000, Attention: Treasurer. The Guarantor, by notice to the Beneficiaries, may designate
additional or different addresses for subsequent notices or communications.
ARTICLE V
MISCELLANEOUS
SECTION 5.1. Evidence of Compliance with Conditions Precedent. The Guarantor shall
provide the Pass Through 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 5.2. Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Beneficiaries is intended to be exclusive of any other available remedy or remedies, but, to
the maximum extent permitted by law, 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
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as often as may be deemed expedient. In order to entitle the Beneficiaries to exercise any
remedy reserved to them 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.
SECTION 5.3. Entire Agreement; Counterparts; Successors and Assigns. 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. To the maximum extent
permitted by applicable law, this Guarantee shall be binding upon the successors and permitted
assigns of the Guarantor and shall inure to the benefit of, and shall be enforceable by, each of
the Beneficiaries and its respective successors and permitted assigns.
SECTION 5.4. Severability. To the maximum extent permitted by applicable law, any
provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.
SECTION 5.5. Governing Law. THIS GUARANTEE HAS BEEN DELIVERED IN THE STATE OF NEW
YORK AND 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, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 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 |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| ACCEPTED: U.S. BANK TRUST NATIONAL ASSOCIATION |
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| By: | ||||
| Title: | ||||
| [BENEFICIARY] | ||||
| By: | ||||
| Title: | ||||
| [BENEFICIARY] | ||||
| By: | ||||
| Title: | ||||
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