Email Address:
  
  Password:
  
  

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

 

 

 

 

 

 

 

Page

Article I

 

 

 

 

 

DEFINITIONS

 

 

 

 

 

Section 1.01 Definitions

 

 

1

 

 

 

 

 

 

Article II

 

 

 

 

 

AMOUNT AND TERMS OF THE COMMITMENT

 

 

 

 

 

Section 2.01 The Advances

 

 

8

 

Section 2.02 Making of Advances

 

 

8

 

Section 2.03 Fees

 

 

10

 

Section 2.04 Reduction or Termination of the Maximum Commitment

 

 

10

 

Section 2.05 Repayments of Interest Advances, the Special Termination Advance or the Final Advance

 

 

11

 

Section 2.06 Repayments of Provider Advances

 

 

12

 

Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement

 

 

12

 

Section 2.08 Book Entries

 

 

13

 

Section 2.09 Payments from Available Funds Only

 

 

13

 

Section 2.10 Extension of the Expiry Date; Non-Extension Advance

 

 

13

 

 

 

 

 

 

Article III

 

 

 

 

 

OBLIGATIONS OF THE BORROWER

 

 

 

 

 

Section 3.01 Increased Costs

 

 

14

 

Section 3.02 Intentionally omitted

 

 

15

 

Section 3.03 Withholding Taxes

 

 

15

 

Section 3.04 Payments

 

 

16

 

Section 3.05 Computations

 

 

16

 

Section 3.06 Payment on Non-Business Days

 

 

16

 

Section 3.07 Interest

 

 

17

 

Section 3.08 Replacement of Borrower

 

 

18

 

Section 3.09 Funding Loss Indemnification

 

 

18

 

Revolving Credit Agreement (Class A)
(American Airlines 2011-2 Aircraft EETC)

i




 

 

 

 

 

 

 

 

Page

Section 3.10 Illegality

 

 

19

 

 

 

 

 

 

Article IV

 

 

 

 

 

CONDITIONS PRECEDENT

 

 

 

 

 

Section 4.01 Conditions Precedent to Effectiveness of Section 2.01

 

 

19

 

Section 4.02 Conditions Precedent to Borrowing

 

 

21

 

 

 

 

 

 

Article V

 

 

 

 

 

COVENANTS

 

 

 

 

 

Section 5.01 Affirmative Covenants of the Borrower

 

 

21

 

Section 5.02 Negative Covenants of the Borrower

 

 

21

 

 

 

 

 

 

Article VI

 

 

 

 

 

LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION

 

       

Section 6.01 Liquidity Events of Default

 

 

22

 

 

 

 

 

 

Article VII

 

 

 

 

 

MISCELLANEOUS

 

 

 

 

 

Section 7.01 No Oral Modifications or Continuing Waivers

 

 

22

 

Section 7.02 Notices

 

 

23

 

Section 7.03 No Waiver; Remedies

 

 

23

 

Section 7.04 Further Assurances

 

 

23

 

Section 7.05 Indemnification; Survival of Certain Provisions

 

 

23

 

Section 7.06 Liability of the Liquidity Provider

 

 

24

 

Section 7.07 Certain Costs and Expenses

 

 

25

 

Section 7.08 Binding Effect; Participations

 

 

25

 

Section 7.09 Severability

 

 

27

 

Section 7.10 Governing Law

 

 

27

 

Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity

 

 

27

 

Section 7.12 Counterparts

 

 

28

 

Section 7.13 Entirety

 

 

28

 

Section 7.14 Headings

 

 

28

 

Section 7.15 Liquidity Provider’s Obligation to Make Advances

 

 

28

 

Revolving Credit Agreement (Class A)
(American Airlines 2011-2 Aircraft EETC)

ii




 

 

 

 

 

 

       

Annex I

 

 

Form of Interest Advance Notice of Borrowing

Annex II

 

 

Form of Non-Extension Advance Notice of Borrowing

Annex III

 

 

Form of Downgrade Advance Notice of Borrowing

Annex IV

 

 

Form of Final Advance Notice of Borrowing

Annex V

 

 

Form of Special Termination Advance Notice of Borrowing

Annex VI

 

 

Form of Notice of Termination

Annex VII

 

 

Form of Notice of Special Termination

Annex VIII

 

 

Form of Notice of Replacement Subordination Agent

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


This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more