INDEMNIFICATION AGREEMENTIndemnification Agreement • December 9th, 2013 • American Airlines Inc • Air transportation, scheduled • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 201 by and between American Airlines Group Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
JOINDER TO LOAN AGREEMENTLoan Agreement • December 9th, 2013 • American Airlines Inc • Air transportation, scheduled • New York
JOINDER, dated as of December 9, 2013 (this “Joinder”) by American Airlines, Inc. (“AAI”) and American Airlines Group Inc. (f/k/a AMR Corporation (“AAG” and, together with AAI, the “New Guarantors” and each, a “New Guarantor”)) to the $1,600,000,000 Loan Agreement, dated as of May 23, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among US Airways, Inc. (the “Borrower”), US Airways Group, Inc. (“Group”), the direct and indirect Subsidiaries of Group and certain other affiliates of the Borrower party thereto from time to time, the Lenders party thereto and Citicorp North America, Inc., as administrative agent for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.
INSTRUMENT OF ASSUMPTION AND JOINDERInstrument of Assumption And • December 9th, 2013 • American Airlines Inc • Air transportation, scheduled • New York
THIS INSTRUMENT OF ASSUMPTION AND JOINDER (this “Agreement”), dated as of December 9, 2013 is by and among US AIRWAYS GROUP, INC., a Delaware corporation, US AIRWAYS, INC., a Delaware corporation (each, a “New Subsidiary Loan Party”), AMERICAN AIRLINES, INC., a Delaware corporation (the “Borrower”), AMERICAN AIRLINES GROUP INC. (f/k/a AMR CORPORATION), a Delaware corporation (“Parent”), the other Subsidiaries of Parent from time to time party hereto other than the Borrower (the “Guarantors”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Lenders (together with its permitted successors in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (together with its permitted successors in such capacity, the “Collateral Agent”) under that certain Credit and Guaranty Agreement, dated as of June 27, 2013 (as amended by Amendment No. 1, dated as of August 5, 2013, and as may be further as amended, restated, supplemented or otherwise modifi
December 9, 2013 Mr. Douglas Parker Dear Doug,American Airlines Inc • December 9th, 2013 • Air transportation, scheduled
As you know, on December 9, 2013 US Airways Group, Inc. (“US Airways”), AMR Corporation and AMR Merger Sub, Inc. (together, “American”) combined to form American Airlines Group Inc. (the “Company”). The closing of this combination (the “Combination”) constitutes a change in control under your Amended and Restated Employment Agreement, dated as of November 28, 2007 (the “Employment Agreement”) and provides you the opportunity to resign your employment and become entitled to severance payments and benefits under your Employment Agreement.
Date] [Name] Dear [Name],American Airlines Inc • December 9th, 2013 • Air transportation, scheduled
As you know, on December 9, 2013 US Airways Group, Inc. (“US Airways”), AMR Corporation and AMR Merger Sub, Inc. (together, “American”) combined to form American Airlines Group Inc. (the “Company”). The closing of this combination (the “Combination”) constitutes a change in control under your Executive Change in Control and Severance Benefits Agreement, dated as of [ ] (the “Change in Control Agreement”) and, together with changes in your position with the Company, may provide you “Good Reason” to resign your employment and become entitled to severance payments and benefits under your Change in Control Agreement.
TRANSITION AGREEMENTTransition Agreement • December 9th, 2013 • American Airlines Inc • Air transportation, scheduled • Texas
This Transition Agreement (the “Agreement”) by and between Thomas W. Horton (“Executive”) and American Airlines Group Inc., a Delaware corporation (the “Company”), is made effective as of the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
EXECUTIVE SEVERANCE BENEFITS AGREEMENT FOR EXECUTIVE VICE PRESIDENTS AND SENIOR VICE PRESIDENTS1Executive Severance Benefits Agreement • December 9th, 2013 • American Airlines Inc • Air transportation, scheduled • New York
