| ITEM 1.01. | Entry into a Material Definitive Agreement |
On December 19, 2024, and December 23, 2024, American Airlines, Inc., a Delaware corporation (the “Company”) and American Airlines Group Inc. (“AAG”) entered into certain credit agreement amendments with the lenders and other loan parties thereto, as described below.
On December 19, 2024, the Company and AAG entered into the Tenth Amendment to Amended and Restated Credit and Guaranty Agreement (the “Tenth Amendment”), amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015 (as amended or amended and restated prior to the Tenth Amendment, the “Prior 2013 Credit Agreement” and, as amended by the Tenth Amendment, the “2013 Credit Agreement”), by and among the Company, AAG, the lenders party thereto, and Barclays Bank PLC, as administrative agent. As a result of the Tenth Amendment, the term loans outstanding under the Prior 2013 Credit Agreement with a principal amount of $980 million (the “Prior 2013 Term Loans”) were replaced with term loans with a principal amount of $980 million (the “Replacement 2013 Term Loans”). The Replacement 2013 Term Loans bear interest at a base rate (subject to a floor of 1.00%) plus an applicable margin of 1.25% per annum or, at the Company’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by the Company (subject to a floor of 0.00%), plus an applicable margin of 2.25% per annum. The Tenth Amendment also amended certain other terms of the Prior 2013 Credit Agreement, including reducing the minimum liquidity financial covenant threshold from $2,200 million to $2,000 million. Pursuant to the Tenth Amendment, the Replacement 2013 Term Loans are not subject to a cost spread adjustment. The other terms of the Replacement 2013 Term Loans are substantially similar to the terms of the prior 2013 Term Loans.
Additionally, on December 23, 2024, the Company and AAG entered into the Third Amendment to Credit and Guaranty Agreement (the “Third Amendment”), amending the Credit and Guaranty Agreement, dated as of December 4, 2023 (as amended or amended and restated prior to the Third Amendment, the “Prior 2023 Credit Agreement”), by and among the Company, AAG, the lenders party thereto and Citibank, N.A., as administrative agent. As a result of the Third Amendment, the term loans outstanding under the Prior 2023 Credit Agreement with a principal amount of $1,089 million (the “Prior 2023 Term Loans”) were replaced with term loans with a principal amount of $1,089 million (the “Replacement 2023 Term Loans”).The Replacement 2023 Term Loans bear interest at a base rate (subject to a floor of 1.00%) plus an applicable margin of 1.25% per annum or, at the Company’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by the Company (subject to a floor of 0.00%), plus an applicable margin of 2.25% per annum. The other terms of the Replacement 2023 Term Loans are substantially similar to the
terms
of the Prior 2023 Term Loans.
The foregoing descriptions of the Tenth Amendment and the Third Amendment do not purport to be complete and each is qualified in its entirety
by
reference to the text of the Tenth Amendment and Third Amendment, as applicable, each of which is attached as an exhibit hereto and is incorporated herein by reference.
| ITEM 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure included in Item 1.01 above is incorporated herein by reference.
