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Exhibit 4.4 EXECUTION VERSION REVOLVING CREDIT
AGREEMENT
(2011-2A) Dated as of October 4, 2011 between U.S. BANK TRUST
NATIONAL ASSOCIATION,
as Subordination Agent,
as agent and trustee for the trustee of
American Airlines Pass Through Trust 2011-2A, as Borrower and
MORGAN STANLEY BANK, N.A., as Liquidity Provider American Airlines
Pass Through Trust 2011-2A
American Airlines
Pass Through Certificates,
Series 2011-2A Revolving Credit Agreement
(Class A)
(American Airlines 2011-2 Aircraft EETC)
Table of Contents
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Page
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Article I
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DEFINITIONS
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Section 1.01 Definitions
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1
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Article II
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AMOUNT AND TERMS OF THE
COMMITMENT
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Section 2.01 The Advances
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8
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Section 2.02 Making of Advances
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8
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Section 2.03 Fees
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10
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Section 2.04 Reduction or Termination of the
Maximum Commitment
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10
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Section 2.05 Repayments of Interest Advances, the
Special Termination Advance or the Final Advance
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11
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Section 2.06 Repayments of Provider Advances
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12
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Section 2.07 Payments to the Liquidity Provider
Under the Intercreditor Agreement
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12
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Section 2.08 Book Entries
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13
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Section 2.09 Payments from Available Funds
Only
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13
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Section 2.10 Extension of the Expiry Date;
Non-Extension Advance
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13
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Article III
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OBLIGATIONS OF THE BORROWER
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Section 3.01 Increased Costs
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14
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Section 3.02 Intentionally omitted
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15
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Section 3.03 Withholding Taxes
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15
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Section 3.04 Payments
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16
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Section 3.05 Computations
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16
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Section 3.06 Payment on Non-Business Days
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16
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Section 3.07 Interest
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17
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Section 3.08 Replacement of Borrower
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18
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Section 3.09 Funding Loss Indemnification
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18
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Revolving Credit Agreement (Class A)
(American Airlines 2011-2 Aircraft EETC)
i
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Page
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Section 3.10 Illegality
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19
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Article IV
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CONDITIONS PRECEDENT
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Section 4.01 Conditions Precedent to
Effectiveness of Section 2.01
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19
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Section 4.02 Conditions Precedent to
Borrowing
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21
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Article V
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COVENANTS
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Section 5.01 Affirmative Covenants of the
Borrower
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21
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Section 5.02 Negative Covenants of the
Borrower
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21
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Article VI
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LIQUIDITY EVENTS OF DEFAULT AND SPECIAL
TERMINATION
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Section 6.01 Liquidity Events of Default
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22
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Article VII
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MISCELLANEOUS
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Section 7.01 No Oral Modifications or Continuing
Waivers
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22
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Section 7.02 Notices
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23
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Section 7.03 No Waiver; Remedies
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23
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Section 7.04 Further Assurances
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23
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Section 7.05 Indemnification; Survival of Certain
Provisions
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23
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Section 7.06 Liability of the Liquidity
Provider
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24
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Section 7.07 Certain Costs and Expenses
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25
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Section 7.08 Binding Effect; Participations
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25
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Section 7.09 Severability
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27
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Section 7.10 Governing Law
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27
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Section 7.11 Submission to Jurisdiction; Waiver
of Jury Trial; Waiver of Immunity
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27
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Section 7.12 Counterparts
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28
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Section 7.13 Entirety
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28
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Section 7.14 Headings
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28
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Section 7.15 Liquidity Provider’s
Obligation to Make Advances
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28
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Revolving Credit Agreement (Class A)
(American Airlines 2011-2 Aircraft EETC)
ii
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Annex I
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—
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Form of Interest Advance Notice of
Borrowing
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Annex II
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—
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Form of Non-Extension Advance Notice of
Borrowing
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Annex III
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—
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Form of Downgrade Advance Notice of
Borrowing
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Annex IV
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—
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Form of Final Advance Notice of
Borrowing
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Annex V
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—
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Form of Special Termination Advance
Notice of Borrowing
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Annex VI
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—
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Form of Notice of Termination
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Annex VII
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—
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Form of Notice of Special Termination
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Annex VIII
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—
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Form of Notice of Replacement
Subordination Agent
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Revolving Credit Agreement (Class A)
(American Airlines 2011-2 Aircraft EETC)
iii
REVOLVING CREDIT AGREEMENT
(2011-2A) This REVOLVING CREDIT
AGREEMENT (2011-2A), dated as of October 4, 2011, is made by
and between U.S. BANK TRUST NATIONAL ASSOCIATION, a national
banking association, not in its individual capacity but solely as
Subordination Agent (such term and other capitalized terms used
herein without definition being defined as provided in
Article I) under the Intercreditor Agreement (as defined
below), as agent and trustee for the Class A Trustee (in such
capacity, together with its successors in such capacity, the "
Borrower "), and MORGAN STANLEY BANK, N.A. ("
MS Bank "), a national banking association (the "
Liquidity Provider "). W I T
N E S S E T H :
WHEREAS, pursuant to the Class A
Trust Agreement, the Class A Trust is issuing the Class A
Certificates; and WHEREAS, the
Borrower, in order to support the timely payment of a portion of
the interest on the Class A Certificates in accordance with
their terms, has requested the Liquidity Provider to enter into
this Agreement, providing in part for the Borrower to request in
specified circumstances that Advances be made hereunder;
NOW, THEREFORE, in consideration of
the mutual agreements herein contained, and of other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows: ARTICLE I
DEFINITIONS Section 1.01
Definitions . (a) The definitions stated herein apply
equally to both the singular and the plural forms of the terms
defined.
(b) All
references in this Agreement to designated "Articles", "Sections",
"Annexes" and other subdivisions are to the designated Article,
Section, Annex or other subdivision of this Agreement, unless
otherwise specifically stated.
(c) The
words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular
Article, Section, Annex or other subdivision.
(d) Unless
the context otherwise requires, whenever the words "including",
"include" or "includes" are used herein, it shall be deemed to be
followed by the phrase "without limitation".
(e) All
references in this Agreement to a Person shall include successors
and permitted assigns of such Person. Revolving Credit Agreement
(Class A)
(American Airlines 2011-2 Aircraft EETC)
(f) For
the purposes of this Agreement, unless the context otherwise
requires, the following capitalized terms shall have the following
meanings: " Advance "
means an Interest Advance, a Final Advance, a Provider Advance, an
Unapplied Provider Advance, an Applied Provider Advance, a Special
Termination Advance, an Applied Special Termination Advance or an
Unpaid Advance, as the case may be. "
Agreement " means this Agreement, as the same may be
amended, supplemented or otherwise modified from time to time in
accordance with its terms. "
Applicable Liquidity Rate " has the meaning specified
in Section 3.07(g). "
Applicable Margin " means (a) with respect to
any Interest Advance, Final Advance, Applied Provider Advance or
Applied Special Termination Advance, 4.25% per annum, (b) with
respect to any Unapplied Provider Advance, the rate per annum
specified in the Fee Letter or (c) with respect to any Special
Termination Advance, the rate per annum specified in the Fee
Letter. " Applied Downgrade
Advance " has the meaning specified in
Section 2.06(a). " Applied
Non-Extension Advance " has the meaning specified in
Section 2.06(a). " Applied
Provider Advance " means an Applied Downgrade Advance or an
Applied Non-Extension Advance. "
Applied Special Termination Advance " has the meaning
assigned to such term in Section 2.05.
" Base Rate " means a
fluctuating interest rate per annum in effect from time to time,
which rate per annum shall at all times be equal to the weighted
average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds
brokers, as published for each day in the period for which the Base
Rate is to be determined (or, if such day is not a Business Day,
for the preceding Business Day) by the Federal Reserve Bank of New
York, or if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day for such
transactions received by the Liquidity Provider from three Federal
funds brokers of recognized standing selected by it (and reasonably
satisfactory to American) plus one-quarter of one percent (0.25%).
" Base Rate Advance "
means an Advance that bears interest at a rate based upon the Base
Rate. " Borrower " has
the meaning specified in the introductory paragraph to this
Agreement. " Borrowing
" means the making of Advances requested by delivery of a Notice of
Borrowing. " Business
Day " means any day other than a Saturday, a Sunday or a
day on which commercial banks are required or authorized to close
in New York, New York, Fort Worth, Revolving Credit Agreement
(Class A)
(American Airlines 2011-2 Aircraft EETC)
2
Texas, Wilmington, Delaware, or, so long as any Class A
Certificate is outstanding, the city and state in which the
Class A Trustee, the Borrower or any related Loan Trustee
maintains its Corporate Trust Office or receives or disburses
funds, and, if the applicable Business Day relates to any Advance
or other amount bearing interest based on the LIBOR Rate, on which
dealings are carried on in the London interbank market.
" Covered Taxes " means
any Taxes imposed by the United States, or any political
subdivision or taxing authority thereof or therein, that are
required by law to be deducted or withheld from any amounts payable
to the Liquidity Provider under this Agreement other than
(i) any Tax on, based on or measured by net income, franchises
or conduct of business, (ii) any Tax imposed, levied, withheld
or assessed as a result of any connection between the Liquidity
Provider and the United States or such political subdivision or
taxing authority, other than a connection arising solely from the
Liquidity Provider’s having executed, delivered, performed
its obligations or received a payment under, or enforced, any
Operative Agreement, (iii) any Tax attributable to the
inaccuracy in or breach by the Liquidity Provider of any of its
representations, warranties or covenants contained in any Operative
Agreement to which it is a party or the inaccuracy of any form,
certificate or document furnished pursuant thereto, (iv) any
withholding Taxes imposed by the United States except (but only in
the case of a successor Liquidity Provider (for the avoidance of
doubt, a holder of a Participation is not a successor Liquidity
Provider) organized under the laws of a jurisdiction outside the
United States) to the extent such withholding Taxes would not have
been required to be deducted or withheld from payments hereunder
but for a change after the date on which such successor Liquidity
Provider becomes the Liquidity Provider hereunder in the U.S.
Internal Revenue Code or the Treasury Regulations thereunder that
affects the exemption for income that is effectively connected with
the conduct of a trade or business within the United States, (v)
any withholding Taxes imposed by the United States which are
imposed or increased as a result of the Liquidity Provider failing
to deliver to the Borrower any form, certificate or document (which
form, certificate or document, in the good faith judgment of the
Liquidity Provider, it is legally entitled to provide) which is
reasonably requested by the Borrower to establish that payments
under this Agreement are exempt from (or entitled to a reduced rate
of) withholding Tax, or (vi) any change in the Lending Office
without the prior written consent of American (such consent not to
be unreasonably withheld). "
Downgrade Advance " means an Advance made pursuant to
Section 2.02(b)(ii). "
Downgrade Event " means a downgrading of the
Liquidity Provider’s Short-Term Rating issued by either
Rating Agency (or if the Liquidity Provider does not have a
Short-Term Rating issued by a given Rating Agency, the Long-Term
Rating issued by such Rating Agency) below the applicable Threshold
Rating. " Effective
Date " has the meaning specified in Section 4.01. The
delivery of the certificate of the Liquidity Provider contemplated
by Section 4.01(e) shall be conclusive evidence that the
Effective Date has occurred. "
Excluded Taxes " means (a) Taxes imposed on the
overall net income of the Liquidity Provider, (b) Taxes
imposed on the "effectively connected income" of its Lending
Office, (c) Revolving Credit Agreement (Class A)
(American Airlines 2011-2 Aircraft EETC)
3
Covered Taxes that are indemnified pursuant to Section 3.03
hereof, and (d) Taxes described in clauses (i) through
(vi) in the definition of " Covered Taxes ".
" Expenses " means
liabilities, losses, damages, costs and expenses (including,
without limitation, reasonable fees and disbursements of legal
counsel), provided that Expenses shall not include any Taxes
other than sales, use and V.A.T. taxes imposed on fees and expenses
payable pursuant to Section 7.07.
" Expiry Date " means
the earlier of (a) the anniversary date of the Closing Date
immediately following the date on which the Liquidity Provider has
provided a Non-Extension Notice to the Borrower pursuant to
Section 2.10 and (b) the 15th day after the Final Legal
Distribution Date for the Class A Certificates.
" Final Advance " means
an Advance made pursuant to Section 2.02(c).
" Increased Cost " has
the meaning specified in Section 3.01.
" Intercreditor
Agreement " means the Intercreditor Agreement, dated as of
the date hereof, among the Trustees, the Liquidity Provider, the
liquidity provider under each Liquidity Facility (other than this
Agreement), if any, and the Subordination Agent, as the same may be
amended, supplemented or otherwise modified from time to time in
accordance with its terms. "
Interest Advance " means an Advance made pursuant to
Section 2.02(a). "
Interest Period " means, with respect to any LIBOR
Advance, each of the following periods:
(i) the period beginning on the third
Business Day following either (A) the Liquidity
Provider’s receipt of the Notice of Borrowing for such LIBOR
Advance or (B) the date of the withdrawal of funds from the
Class A Cash Collateral Account for the purpose of paying
interest on the Class A Certificates as contemplated by
Section 2.06(a) hereof and, in each case, ending on the next
numerically corresponding day in the first calendar month after the
first day of the applicable Interest Period; and
(ii) each subsequent period
commencing on the last day of the immediately preceding Interest
Period and ending on the numerically corresponding day in the first
calendar month after the first day of the applicable Interest
Period; provided , however , that if (x) the
Final Advance shall have been made pursuant to Section 2.02(c)
or (y) other outstanding Advances shall have been converted
into the Final Advance pursuant to Section 6.01(a), then the
Interest Periods shall be successive periods of one month beginning
on (A) the third Business Day following the Liquidity
Provider’s receipt of the Notice of Borrowing for such Final
Advance (in the case of clause (x) above) or (B) the
Regular Distribution Date following such conversion (in the case of
clause (y) above). "
Lending Office " means the lending office of the
Liquidity Provider, which is presently located in New York, New
York, or such other lending office as the Liquidity Provider from
Revolving Credit Agreement (Class A)
(American Airlines 2011-2 Aircraft EETC)
4
time to time shall notify the Borrower as its lending office
hereunder; provided that the Liquidity Provider shall not
change its Lending Office without the prior written consent of
American (such consent not to be unreasonably withheld).
" LIBOR Advance " means
an Advance bearing interest at a rate based upon the LIBOR Rate.
" LIBOR Rate " means,
with respect to any Interest Period, (a) the interest rate per
annum equal to the rate per annum at which deposits in Dollars are
offered in the London interbank market as shown on the Reuters
Screen LIBOR01 (or such other page or screen as may replace such
Reuters Screen) at approximately 11:00 a.m. (London time) on
the day that is two Business Days prior to the first day of such
Interest Period, for a period comparable to such Interest Period,
or (b) if no such rate appears on such Reuters Screen (or
otherwise as aforesaid), the interest rate per annum equal to the
average (rounded up, if necessary, to the nearest 1/100th of 1%) of
the rates per annum at which deposits in Dollars are offered by the
Reference Banks (or, if fewer than all of the Reference Banks are
quoting a rate for deposits in Dollars for the applicable period
and amount, such fewer number of Reference Banks) at approximately
11:00 a.m. (London time) on the day that is two Business Days
prior to the first day of such Interest Period to prime banks in
the London interbank market for a period comparable to such
Interest Period and in an amount approximately equal to the
principal amount of the LIBOR Advance to be outstanding during such
Interest Period, or (c) if none of the Reference Banks is
quoting a rate for deposits in Dollars in the London interbank
market for such a period and amount, the interest rate per annum
equal to the average (rounded up, if necessary, to the nearest
1/100th of 1%) of the rates at which deposits in Dollars are
offered by the principal New York offices of the Reference Banks
(or, if fewer than all of the Reference Banks are quoting a rate
for deposits in Dollars in the New York interbank market for the
applicable period and amount, such fewer number of Reference Banks)
at approximately 11:00 a.m. (New York time) on the day that is
two Business Days prior to the first day of such Interest Period to
prime banks in the New York interbank market for a period
comparable to such Interest Period and in an amount approximately
equal to the principal amount of the LIBOR Advance to be
outstanding during such Interest Period, or (d) if none of the
principal New York offices of the Reference Banks is quoting a rate
for deposits in Dollars in the New York interbank market for the
applicable period and amount, the Base Rate.
" Liquidity Event of
Default " means the occurrence of either (a) the
Acceleration of all of the Equipment Notes ( provided that,
with respect to the period prior to the Delivery Period Termination
Date, the aggregate principal balance of such Equipment Notes is in
excess of $410 million) or (b) an American Bankruptcy Event.
" Liquidity Indemnitee
" means the Liquidity Provider, its directors, officers, employees
and agents, and its successors and permitted assigns.
" Liquidity Provider "
has the meaning specified in the introductory paragraph to this
Agreement. " Maximum Available
Commitment " means, subject to the proviso contained in the
third sentence of Section 2.02(a), at any time of
determination, (a) the Maximum Commitment at such Revolving
Credit Agreement (Class A)
(American Airlines 2011-2 Aircraft EETC)
5
time less (b) the aggregate amount of each Interest Advance
outstanding at such time; provided that following a Provider
Advance, a Special Termination Advance or a Final Advance, the
Maximum Available Commitment shall be zero.
" Maximum Commitment "
means $95,799,168, as the same may be reduced from time to time in
accordance with Section 2.04(a).
" MS Bank " has the
meaning specified in the introductory paragraph to this Agreement.
" Non-Extension Advance
" means an Advance made pursuant to Section 2.02(b)(i).
" Non-Extension Notice
" has the meaning specified in Section 2.10.
" Notice Date " has the
meaning specified in Section 2.10.
" Notice of Borrowing "
has the meaning specified in Section 2.02(e).
" Notice of Replacement
Subordination Agent " has the meaning specified in
Section 3.08. "
Participation " has the meaning specified in
Section 7.08(b). "
Performing Note Deficiency " means any time that less
than 65% of the then aggregate outstanding principal amount of all
Equipment Notes are Performing Equipment Notes.
" Prospectus Supplement
" means the Prospectus Supplement dated September 27, 2011,
relating to the Class A Certificates, as such Prospectus
Supplement may be amended or supplemented.
" Provider Advance "
means a Downgrade Advance or a Non-Extension Advance.
" Rate Determination
Notice " has the meaning specified in Section 3.07(g).
" Reference Banks "
means the principal London offices of: Barclays Bank plc; JPMorgan
Chase Bank; and Deutsche Bank; and such other or additional banking
institutions as may be designated from time to time by mutual
agreement of American and the Liquidity Provider.
" Regulatory Change "
means (x) the enactment, adoption or promulgation, after the
date of this Agreement, of any law or regulation by a United States
federal or state government or by any government having
jurisdiction over the Liquidity Provider, or any change, after the
date of this Agreement, in any such law or regulation, or in the
interpretation thereof by any governmental authority, central bank
or comparable agency of the United States or any government having
jurisdiction over the Liquidity Provider charged with
responsibility for the administration or application thereof, that
shall impose, modify or deem applicable, or (y) the compliance
by the Liquidity Provider (or its head office) with any applicable
direction or requirement (whether or not having the force of law)
of any central bank or competent governmental or other authority,
after the date of this Agreement, with respect to: (a) any
reserve, special deposit or similar requirement against extensions
of credit or other assets of, or Revolving Credit Agreement
(Class A)
(American Airlines 2011-2 Aircraft EETC)
6
deposits with or other liabilities of, the Liquidity Provider
including, or by reason of, the Advances, or (b) any capital
adequacy requirement requiring the maintenance by the Liquidity
Provider of additional capital in respect of any Advances or the
Liquidity Provider’s obligation to make any such Advances, or
(c) any requirement to maintain liquidity or liquid assets in
respect of the Liquidity Provider’s obligation to make any
such Advances, or (d) any Taxes (other than Excluded Taxes)
with respect to the amounts payable or paid to the Liquidity
Provider or any change in the basis of taxation of any amounts
payable to the Liquidity Provider (other than in respect of
Excluded Taxes). "
Replenishment Amount " has the meaning specified in
Section 2.06(b). "
Required Amount " means, for any day, the sum of the
aggregate amount of interest, calculated at the rate per annum
equal to the Stated Interest Rate for the Class A Certificates
on the basis of a 360-day year comprised of twelve 30-day months,
that would be payable on the Class A Certificates on each of
the three successive semiannual Regular Distribution Dates
immediately following such day or, if such day is a Regular
Distribution Date, on such day and the succeeding two semiannual
Regular Distribution Dates, in each case calculated on the basis of
the Pool Balance of the Class A Certificates on such day and
without regard to expected future distributions of principal on the
Class A Certificates. "
Special Termination Advance " means an Advance made
pursuant to Section 2.02(d), other than any portion of such
Advance that becomes an Applied Special Termination Advance.
" Special Termination
Notice " means the Notice of Special Termination
substantially in the form of Annex VII to this Agreement.
" Termination Date "
means the earliest to occur of the following: (i) the Expiry
Date; (ii) the date on which the Borrower delivers to the Liquidity
Provider a certificate, signed by a Responsible Officer of the
Borrower, certifying that all of the Class A Certificates have
been paid in full (or provision has been made for such payment in
accordance with the Intercreditor Agreement and the Class A
Trust Agreement) or are otherwise no longer entitled to the
benefits of this Agreement; (iii) the date on which the
Borrower delivers to the Liquidity Provider a certificate, signed
by a Responsible Officer of the Borrower, certifying that a
Replacement Liquidity Facility has been substituted for this
Agreement in full pursuant to Section 3.05(e) of the
Intercreditor Agreement; (iv) the fifth Business Day following
the receipt by the Borrower of a Termination Notice or a Special
Termination Notice from the Liquidity Provider pursuant to
Section 6.01(a) or 6.01(b), as applicable; and (v) the
date on which no Advance is or may (including by reason of
reinstatement as herein provided) become available for a Borrowing
hereunder. " Termination
Notice " means the Notice of Termination substantially in
the form of Annex VI to this Agreement.
" Unapplied Provider
Advance " means any Provider Advance other than an Applied
Provider Advance. " Unpaid
Advance " has the meaning specified in Section 2.05.
Revolving Credit Agreement (Class A)
(American Airlines 2011-2 Aircraft EETC)
7
For the purposes of this
Agreement, the following terms shall have the respective meanings
specified in the Intercreditor Agreement:
"Acceleration", "Additional
Certificates", "American", "American Bankruptcy Event",
"Certificate", "Class A Cash Collateral Account",
"Class A Certificates", "Class A Certificateholders",
"Class A Trust", "Class A Trust Agreement", "Class A
Trustee", "Class B Certificates", "Closing Date", "Collection
Account", "Corporate Trust Office", "Delivery Period Termination
Date", "Distribution Date", "Dollars", "Downgraded Facility",
"Equipment Notes", "Fee Letter", "Final Legal Distribution Date",
"Indenture", "Interest Payment Date", "Investment Earnings",
"Liquidity Facility", "Loan Trustee", "Long-Term Rating",
"Non-Extended Facility", "Operative Agreements", "Participation
Agreements", "Performing Equipment Note", "Person", "Pool Balance",
"Rating Agencies", "Regular Distribution Date", "Replacement
Liquidity Facility", "Responsible Officer", "Series A
Equipment Notes", "Scheduled Payment", "Short-Term Rating",
"Special Payment", "Stated Interest Rate", "Subordination Agent",
"Taxes", "Threshold Rating", "Trust Agreement", "Trustee",
"Underwriters", "Underwriting Agreement", and "United States".
ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT
Section 2.01 The Advances
. The Liquidity Provider hereby irrevocably agrees, on the terms
and conditions hereinafter set forth, to make Advances to the
Borrower from time to time on any Business Day during the period
from the Effective Date until 12:00 noon (New York City time) on
the Expiry Date (unless the obligations of the Liquidity Provider
shall be earlier terminated in accordance with the terms of
Section 2.04(b)) in an aggregate amount at any time
outstanding not to exceed the Maximum Commitment.
Section 2.02 Making of
Advances . (a) Each Interest Advance shall be made by the
Liquidity Provider upon delivery to the Liquidity Provider of a
written and completed Notice of Borrowing in substantially the form
of Annex I , signed by a Responsible Officer of the
Borrower, such Interest Advance to be in an amount not exceeding
the Maximum Available Commitment at such time and used solely for
the payment when due of interest with respect to the Class A
Certificates at the Stated Interest Rate therefor in accordance
with Section 3.05(a) and 3.05(b) of the Intercreditor
Agreement. Each Interest Advance made hereunder shall automatically
reduce the Maximum Available Commitment and the amount available to
be borrowed hereunder by subsequent Advances by the amount of such
Interest Advance (subject to reinstatement as provided in the next
sentence). Upon repayment to the Liquidity Provider in full or in
part of the amount of any Interest Advance made pursuant to this
Section 2.02(a), together with accrued interest thereon (as
provided herein), the Maximum Available Commitment shall be
reinstated by an amount equal to the amount of such Interest
Advance so repaid, but not to exceed the Maximum Commitment;
provided , however , that the Maximum Available
Commitment shall not be so reinstated at any time if (x) both
a Performing Note Deficiency exists and a Liquidity Event of
Default shall have occurred and be continuing or (y) a Final
Advance, a Downgrade Advance, a Non-Extension Advance or a Special
Termination Advance shall have occurred. Revolving Credit Agreement
(Class A)
(American Airlines 2011-2 Aircraft EETC)
8
(b) (i) A
Non-Extension Advance shall be made by the Liquidity Provider if
this Agreement is not extended in accordance with
Section 3.05(d) of the Intercreditor Agreement unless a
Replacement Liquidity Facility to replace this Agreement shall have
been previously delivered to the Borrower in accordance with said
Section 3.05(d), upon delivery to the Liquidity Provider of a
written and completed Notice of Borrowing in substantially the form
of Annex II , signed by a Responsible Officer of the
Borrower, in an amount equal to the Maximum Available Commitment at
such time, and shall be used to fund the Class A Cash
Collateral Account in accordance with Sections 3.05(d) and
3.05(f) of the Intercreditor Agreement.
(ii) A
Downgrade Advance shall be made by the Liquidity Provider upon the
occurrence of a Downgrade Event (as provided for in
Section 3.05(c) of the Intercreditor Agreement) unless a
Replacement Liquidity Facility to replace this Agreement shall have
been previously delivered to the Borrower in accordance with said
Section 3.05(c), upon delivery to the Liquidity Provider of a
written and completed Notice of Borrowing in substantially the form
of Annex III , signed by a Responsible Officer of the
Borrower, in an amount equal to the Maximum Available Commitment at
such time, and shall be used to fund the Class A Cash
Collateral Account in accordance with Sections 3.05(c) and 3.05(f)
of the Intercreditor Agreement.
(c) A
Final Advance shall be made by the Liquidity Provider following the
receipt by the Borrower of a Termination Notice from the Liquidity
Provider pursuant to Section 6.01(a) upon delivery to the
Liquidity Provider of a written and completed Notice of Borrowing
in substantially the form of Annex IV , signed by a
Responsible Officer of the Borrower, in an amount equal to the
Maximum Available Commitment at such time, and shall be used to
fund the Class A Cash Collateral Account (in accordance with
Sections 3.05(f) and 3.05(i) of the Intercreditor Agreement).
(d) A
Special Termination Advance shall be made in a single Borrowing
upon the receipt by the Borrower of a Special Termination Notice
from the Liquidity Provider pursuant to Section 6.01(b), by
delivery to the Liquidity Provider of a written and completed
Notice of Borrowing in substantially the form of Annex V ,
signed by a Responsible Officer of the Borrower, in an amount equal
to the Maximum Available Commitment at such time, and shall be used
to fund the Class A Cash Collateral Account (in accordance
with Section 3.05(f) and Section 3.05(k) of the
Intercreditor Agreement).
(e) Each
Borrowing shall be made by notice in writing (a " Notice of
Borrowing ") in substantially the form required by
Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may
be, given by the Borrower to the Liquidity Provider. If a Notice of
Borrowing is delivered by the Borrower in respect of any Borrowing
no later than 12:30 p.m. (New York City time) on a Business
Day, upon satisfaction of the conditions precedent set forth in
Section 4.02 with respect to such requested Borrowing, the
Liquidity Provider shall make available to the Borrower, in
accordance with its payment instructions, the amount of such
Borrowing in Dollars and immediately available funds, before 4:00
p.m. (New York City time) on such Business Day or before
12:30 p.m. (New York City time) on such later Business Day
specified in such Notice of Borrowing. If a Notice of Borrowing is
delivered by the Borrower in respect of any Borrowing after
12:30 p.m. (New York City time) on a

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