FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

Exhibit 10.8

EXECUTION VERSION

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “First Amendment”), dated as of October 26, 2015 among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (the “Parent”), US Airways Group, Inc., a Delaware corporation and US Airways, Inc., a Delaware corporation (together with Parent, the “Guarantors”), the Existing Revolving Lenders (as defined below) party hereto, Industrial and Commercial Bank of China Limited, New York Branch (“ICBC”) and US Bank, National Association (“US Bank” and, together with ICBC, the “New Revolving Lenders”) and Deutsche Bank AG New York Branch (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”) and as an issuing lender (in such capacity, an “Issuing 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.

W I T N E S S E T H:

WHEREAS, the Borrower, the Guarantors, the lenders from time to time party thereto, the Administrative Agent and certain other parties thereto are parties to that certain Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015 (as amended, amended and restated, supplemented or otherwise modified to but not including the First Amendment Effective Date as defined below, the “Credit Agreement”);

WHEREAS, pursuant to Section 2.28(b) of the Credit Agreement, the Borrower may make a Revolver Extension Offer to all Revolving Lenders holding Revolving Commitments under the Credit Agreement to extend the maturity date of each such Revolving Lender’s Revolving Commitment;

WHEREAS, the Borrower hereby (i) requests that each Revolving Lender that is a party to the Credit Agreement immediately prior to the First Amendment Effective Date (each, an “Existing Revolving Lender”) extend the maturity of such Existing Revolving Lender’s Revolving Commitment pursuant to, and in accordance with the terms of, Section 2.28(b), (c), (d) and (e) of the Credit Agreement and this First Amendment (with such request constituting a Revolver Extension Offer for purposes of the Credit Agreement) and requests that the Administrative Agent waive any applicable notice period otherwise required thereby and (ii) specifies as the Minimum Extension Condition for such Revolving Extension Offer that all such Revolving Commitments be subject to the Revolving Extension contemplated hereby;

WHEREAS, the Existing Revolving Lenders are willing to extend the maturity date of their respective Revolving Commitments, subject to and on the terms and conditions set forth herein and in Section 2.28(b), (c), (d) and (e) of the Credit Agreement;

WHEREAS, the undersigned Existing Revolving Lenders and New Revolving Lenders desire to reallocate the Revolving Commitments among themselves (the “Reallocation”) and that each Revolving Lender will hold such Revolving Commitment as is set out opposite its name on Schedule 1;

WHEREAS, the Borrower and DBNY, in its capacity as an Issuing Lender, have agreed to reduce the LC Commitment of DBNY to $150,000,000, as set out on Schedule 1;

WHEREAS, pursuant to that certain engagement letter (the “First Amendment Engagement Letter”) dated as of September 30, 2015, Citigroup Global Markets Inc. (“CGMI”) has agreed to act as the “left” lead arranger (the “Lead Arranger”) with respect to this First Amendment;

WHEREAS, the Borrower desires to appoint each of Deutsche Bank Securities Inc. (“DB”), Barclays Bank PLC (“Barclays”), BNP Paribas Securities Corp. (“BNP”), Credit Agricole Corporate and Investment Bank (“Credit Agricole”), Credit Suisse Securities (USA) LLC (“CS”), Xxxxxxx Xxxxx Bank USA (“GS”), ICBC, X.X. Xxxxxx Securities LLC (“JPM”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated (“Merrill”) and Xxxxxx Xxxxxxx Senior Funding, Inc. (“MSSF”) to act as joint lead arrangers and bookrunners with respect to this First Amendment (each, a “Joint Lead Arranger and Bookrunner”);

WHEREAS, the Borrower desires to appoint each of Barclays, CGMI, CS, DB, GS, JPM, Merrill and MSSF to act as syndication agents with respect to this First Amendment (each, a “Syndication Agent”);

WHEREAS, the Borrower desires to appoint each of BNP, Credit Agricole, ICBC and US Bank to act as documentation agents with respect to this First Amendment (each, a “Documentation Agent”); and

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 - Reallocation of Revolving Commitments. On the First Amendment Effective Date, the Borrower, the Existing Revolving Lenders and the New Revolving Lenders agree that (1) there shall be an automatic adjustment to the Revolving Commitment Percentage of each Revolving Lender in the aggregate LC Exposure (if any) to reflect the new Revolving Commitment Percentage of each Revolving Lender in the aggregate LC Exposure (if any) and (2) each New Revolving Lender shall become a Revolving Lender under the Credit Agreement (as amended hereby). The Existing Revolving Lenders and the New Revolving Lenders shall be deemed to have made assignments among themselves in order to achieve the allocation of Revolving Commitments set forth in Schedule 1.

SECTION TWO - Extension of Revolving Facility and Decrease of LC Commitment. On the First Amendment Effective Date (immediately after giving effect to the Reallocation contemplated in Section 1), the Credit Agreement is modified as follows:

(a) The definition of “Revolving Facility Maturity Date” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Revolving Facility Maturity Date” shall mean, with respect to (a) Revolving Commitments that have not been extended pursuant to Section 2.28(b), but

including Revolving Commitments extended or made available pursuant to the First Amendment, October 10, 2020 and (b) with respect to Extended Revolving Commitments extended after the First Amendment Effective Date (as defined in the First Amendment), the final maturity date therefor as specified in the applicable Extension Offer accepted by the respective Revolving Lender or Revolving Lenders.”;

(b) The definition of “LC Commitment” is hereby amended by deleting the last sentence of said definition in its entirety and inserting in lieu thereof the following new sentence:

“The aggregate amount of the LC Commitments as of the First Amendment Effective Date (as defined in the First Amendment) shall not exceed $150,000,000.”; and

(c) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition in appropriate alphabetical order:

““First Amendment” shall mean the First Amendment to this Agreement, dated as of October 26, 2015.”; and

(d) “Annex A” of the Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Schedule 1.

Notwithstanding anything in this First Amendment or the Credit Agreement to the contrary, the Administrative Agent hereby waives the minimum notice required by Section 2.28(e) of the Credit Agreement in connection with the Revolver Extension to be effected pursuant to this First Amendment.

SECTION THREE - Titles and Roles. The parties hereto agree that, as of the First Amendment Effective Date and in connection with the First Amendment:

(a) CGMI shall be designated as, and perform the roles associated with, the Lead Arranger;

(b) each of DB, Barclays, BNP, Credit Agricole, CS, GS, ICBC, JPM, Merrill and MSSF shall be designated as, and perform the roles associated with, a Joint Lead Arranger and Bookrunner;

(c) each of Barclays, CGMI, CS, DB, GS, JPM, Merrill and MSSF shall be designated as, and perform the roles associated with, a Syndication Agent; and

(d) each of BNP, Credit Agricole, ICBC and US Bank shall be designated as, and perform the roles associated with, a Documentation Agent.

For the avoidance of doubt, the provisions of Section 10.04 of the Credit Agreement shall apply to, and inure to the benefit of, the Lead Arranger, each Joint Lead Arranger and Bookrunner, each Syndication Agent and each Documentation Agent in connection with their respective roles hereunder.

SECTION FOUR - Conditions to Effectiveness. The provisions of Section One of this First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions specified below shall have been satisfied:

(a) the Borrower, each Guarantor, the Administrative Agent, each Issuing Lender, each Existing Revolving Lender and each New Revolving Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, attention: Xxxxxxx Xx;

(b) all reasonable invoiced out-of-pocket expenses incurred by the Lead Arranger and the Administrative Agent pursuant to Section 10.04 of the Credit Agreement or the First Amendment Engagement Letter (including the reasonable and documented fees, charges and disbursements of counsel) shall have been paid to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (or such shorter period as may be agreed by the Borrower);

(c) the Administrative Agent shall have received a customary written opinion of Xxxxxx & Xxxxxxx LLP, special counsel for Parent, the Borrower and each other Guarantor addressed to the Administrative Agent and the Revolving Lenders party hereto, and dated the First Amendment Effective Date;

(d) the Borrower shall have paid to the Administrative Agent (for the account of the Existing Revolving Lenders) all fees and interest accrued pursuant to Sections 2.07, 2.15, 2.16, 2.20 and 2.21 of the Credit Agreement in respect of the Revolving Facility to, and including, the First Amendment Effective Date, whether or not then due and payable under the terms of the Credit Agreement;

(e) the condition to the Revolving Extension effected pursuant to this First Amendment set forth in Section 2.28(b)(i) of the Credit Agreement shall have been satisfied;

(f) the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary (or similar Responsible Officer), dated the First Amendment Effective Date (i) certifying as to the incumbency and specimen signature of each Responsible Officer of the Borrower and each Guarantor executing this First Amendment or any other document delivered by it in connection herewith (such certificate to contain a certification of another Responsible Officer of that entity as to the incumbency and signature of the Responsible Officer signing the certificate referred to in this clause (i)), (ii) certifying that each constitutional document of each Loan Party previously delivered to the Administrative Agent has not been amended, supplemented, rescinded or otherwise modified and remains in full force and effect as of the date hereof, (iii) attaching resolutions of each Loan Party approving the transactions contemplated by the First Amendment and (iv) attaching a certificate of good standing for the Borrower and each Guarantor of the state of such entity’s incorporation or formation, dated as of a recent date, as to the good standing of that entity (to the extent available in the applicable jurisdiction);

(g) the Administrative Agent shall have received evidence that the First Amendment to that certain Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015 between, among others, the Borrower and Citibank N.A. as administrative agent has, or will contemporaneously with the First Amendment Effective Date, become effective; and

(h) the Administrative Agent shall have received an Officer’s Certificate certifying (A) the truth in all material respects of the representations and warranties set forth in the Credit Agreement and the other Loan Documents (other than representations and warranties set forth in Sections 3.05(b), 3.06, 3.09(a) and 3.19 of the Credit Agreement) as though made on the date hereof, or, in the case of any such representation and warranty that relates to a specified date, as though made 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) shall be true and correct in all respects as of the applicable date, before and after giving effect to this First Amendment) and (B) as to the absence of any event occurring and continuing, or resulting from this First Amendment on, the First Amendment Effective Date, that constitutes a Default or Event of Default).

SECTION FIVE - No Default; Representations and Warranties. In order to induce the Revolving Lenders and the Administrative Agent to enter into this First Amendment, the Borrower represents and warrants to each of the Revolving Lenders and the Administrative Agent that, on and as of the date hereof after giving effect to this First Amendment, (i) no Default or Event of Default has occurred and is continuing or would result from giving effect to this First Amendment and (ii) the representations and warranties contained in the Credit Agreement and the other Loan Documents (other than representations and warranties set forth in Sections 3.05(b), 3.06, 3.09(a) and 3.19 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 or, in the case of any representations and warranties that expressly relate to an earlier date, as though made 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) shall be true and correct in all respects as of the applicable date, before and after giving effect to this First Amendment

SECTION SIX - Confirmation. The Borrower and each Guarantor hereby confirm that all of their obligations under the Credit Agreement (as amended hereby) are and shall continue to be, in full force and effect. The parties hereto (i) confirm and agree that the term “Obligations” and “Guaranteed Obligations” as used in the Credit Agreement and the other Loan Documents, shall include, without limitation, all obligations of the Borrower with respect to the Revolving Commitments (as extended and increased pursuant to this First Amendment) and all obligations of the Guarantors with respect of the guarantee of such obligations, respectively, and (ii) reaffirm the grant of Liens on the Collateral to secure the Obligations (as extended and increased pursuant to this First Amendment) pursuant to the Collateral Documents.

SECTION SEVEN - Reference to and Effect on the Credit Agreement. On and after the First Amendment Effective Date, 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 First Amendment. The Credit Agreement and each of the other Loan Documents, as specifically amended by this First Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. This First Amendment shall be deemed to be a “Loan Document” for all purposes of the Credit Agreement (as amended hereby) and the other Loan Documents. The execution, delivery and effectiveness of this First 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. On the First Amendment Effective Date, the amendments set forth in clauses (a) and (b) of Section One above and the waivers of the Administrative Agent set forth in Section One above shall be deemed to have become effective immediately prior to the effectiveness of the amendments set forth in clauses (c) and (d) and the last paragraph of Section One.

SECTION EIGHT - Execution in Counterparts. This First 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. This First Amendment 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 First Amendment by facsimile or electronic .pdf copy shall be effective as delivery of a manually executed counterpart of this First Amendment.

SECTION NINE - Governing Law. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION TEN - Miscellaneous. (a) The provisions set forth in Sections 10.03, 10.04, 10.05(b)-(d), 10.09, 10.10, 10.11, 10.13, 10.15, 10.16 and 10.17 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.

(b) For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this First Amendment, the Borrower and the Administrative Agent shall treat (and the Lenders party hereto hereby authorize the Administrative Agent to treat) the Revolving Facility as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

[REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered as of the day and year first above written.


AMERICAN AIRLINES, INC., as the Borrower

By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Vice President and Treasurer

AMERICAN AIRLINES GROUP INC., as Parent and a Guarantor

By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Vice President and Treasurer

US AIRWAYS GROUP INC., as a Guarantor

By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Vice President and Treasurer

US AIRWAYS INC., as a Guarantor

By:	/s/ Xxxxxx X. Xxxx
	Name:	Xxxxxx X. Xxxx
	Title:	Vice President and Treasurer

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent

By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Vice President

		/s/ Xxxxxxx Xxxxxxx
		Xxxxxxx Xxxxxxx
		Vice President

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


DEUTSCHE BANK AG NEW YORK BRANCH, as Issuing Lender

By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Vice President

		/s/ Xxxxxxx Xxxxxxx
		Xxxxxxx Xxxxxxx
		Vice President

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


DEUTSCHE BANK AG NEW YORK BRANCH, as Existing Revolving Lender

By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Vice President

By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title		Vice President

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


Bank of America. N.A.
as Existing Revolving Lender

By:		/s/ Xxxxxxxxxxx Xxxxxxx
Name:		Xxxxxxxxxxx Xxxxxxx
Title:		Vice President

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


Barclays Bank PLC,
as an Existing Revolving Lender

By:		/s/ Xxxxxxxxxxx Xxx
Name:		Xxxxxxxxxxx Xxx
Title:		Vice President

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


BNP PARIBAS, as an Existing Revolving Lender

By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Director Transportation Group-Aviation Finance

		/s/ XXXX XXXXXXX
		XXXX XXXXXXX
		MANAGING DIRECTOR

First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


CITIBANK N.A., as an Existing Revolving Lender

By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Vice President

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


Credit Agricole Corporate and Investment Bank
as an Existing Revolving Lender

By:		/s/ Xxxxxxxxx Xxxxxxx
Name:		Xxxxxxxxx Xxxxxxx
Title:		Managing Director

By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx
Title:		Director

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as an Existing Revolving Lender

By:		/s/ XXXXX XXXXXX
Name:		XXXXX XXXXXX
Title:		AUTHORIZED SIGNATORY

By:		/s/ D. XXXXXX XXXXXXX
Name:		D. XXXXXX XXXXXXX
Title:		AUTHORIZED SIGNATORY

First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


XXXXXXX SACHS BANK USA,
as Existing Revolving Lender

By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Authorized Signatory

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


XXXXXXX XXXXX LENDING PARTNERS LLC,
as Existing Revolving Lender

By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Authorized Signatory

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,
as a New Revolving Lender

By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Executive Director, ICBC, New York Branch

By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Deputy General Manager

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


JPMORGAN CHASE BANK, N.A.
as Existing Revolving Lender

By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Managing Director

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


XXXXXX XXXXXXX BANK, N.A.,
as an Existing Revolving Lender

By:		/s/ Xxxxxxx Xxxx
Name:		Xxxxxxx Xxxx
Title:		Authorized Signatory

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as an Existing Revolving Lender

By:		/s/ Xxxxxxx Xxxx
Name:		Xxxxxxx Xxxx
Title:		Vice President

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)


US Bank, National Association,
as a New Revolving Lender

By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Senior Vice President

Signature Page – First Amendment to Amended and Restated Credit and Guaranty Agreement (LATAM)

Schedule 1

Lenders and Commitments


Name of Bank	Revolving Commitment		LC Commitment
Deutsche Bank AG New York Branch	$	144,330,000	$	150,000,000
Citibank, N.A.	$	144,330,000		—
Bank of America, N.A.	$	144,330,000		—
Barclays Bank PLC	$	144,330,000		—
BNP Paribas	$	72,165,000		—
Credit Agricole Corporate and Investment Bank	$	72,165,000		—
Credit Suisse AG, Cayman Islands Branch	$	144,330,000		—
Xxxxxxx Xxxxx Bank USA	$	72,698,600		—
Xxxxxxx Sachs Lending Partners LLC	$	71,631,400		—
Industrial and Commercial Bank of China Limited, New York Branch	$	72,165,000		—
JPMorgan Chase Bank, N.A.	$	144,330,000		—
Xxxxxx Xxxxxxx Bank, N.A.	$	37,698,600		—
Xxxxxx Xxxxxxx Senior Funding, Inc.	$	106,631,400		—
US Bank, National Association	$	28,865,000		—

Total	$	1,400,000,000	$	150,000,000

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

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