American Airlines Group Inc. (Form: 8-K, Received: 12/31/2015 07:33:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 31, 2015 (December 28, 2015)

American Airlines Group Inc.

(Exact name of registrant as specified in its charter)


Delaware	1-8400	75-1825172
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4333 Amon Carter Blvd., Fort Worth, Texas		76155
(Address or principal executive offices)		(Zip Code)

(817) 963-1234

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

American Airlines, Inc.

(Exact name of registrant as specified in its charter)


Delaware	1-2691	13-1502798
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4333 Amon Carter Blvd., Fort Worth, Texas		76155
(Address or principal executive offices)		(Zip Code)

(817) 963-1234

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

In order to simplify American Airlines Group Inc.’s (“AAG”) internal corporate structure and as part of the integration efforts following the business combination of AAG and US Airways Group, Inc. (“US Airways Group”) in 2013, AAG caused US Airways Group to be merged with and into AAG on December 30, 2015 (the “Effective Date”) with AAG continuing as the surviving corporation (the “US Airways Group Merger”), and immediately following the US Airways Group Merger, US Airways, Inc. (“US Airways”) merged with and into American Airlines, Inc. (“American”), each a direct or indirect wholly-owned subsidiary of AAG, pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”) entered into on December 28, 2015 by and between American and US Airways, with American continuing as the surviving corporation and a wholly-owned subsidiary of AAG (the “US Airways Merger”).

On the Effective Date, AAG, American and Wilmington Trust, National Association, as trustee (the “Trustee”), entered into a Third Supplemental Indenture to the Indenture, dated as of May 24, 2013, as amended and supplemented, among US Airways Group, as issuer, AAG, American and US Airways, each as guarantors, and the Trustee (the “2013 Indenture”), in which AAG assumed the obligations of US Airways Group as the issuer and American assumed the obligations of US Airways as a guarantor, in each case, under the 2013 Indenture and with respect to the $500 million aggregate principal amount of 6.125% Senior Notes due 2018 issued thereunder.

On the Effective Date, AAG, American and the Trustee entered into a First Supplemental Indenture to the Indenture, dated as of September 25, 2014, among AAG, as issuer, American, US Airways and US Airways Group, each as guarantors, and the Trustee (the “2014 Indenture”), in which AAG assumed the obligations of US Airways Group as a guarantor and American assumed the obligations of US Airways as a guarantor, in each case, under the 2014 Indenture and with respect to the $750 million aggregate principal amount of 5.50% Senior Notes due 2019 issued thereunder.

On the Effective Date, AAG, American and the Trustee, entered into a First Supplemental Indenture to the Indenture, dated as of March 5, 2015, among AAG, as issuer, American, US Airways and US Airways Group, each as guarantors, and the Trustee (the “2015 Indenture”), in which AAG assumed the obligations of US Airways Group as a guarantor and American assumed the obligations of US Airways as a guarantor, in each case, under the 2015 Indenture and with respect to the $500 million aggregate principal amount of 4.625% Senior Notes due 2020 issued thereunder.

On the Effective Date, AAG, American and Citicorp North America, as administrative agent (the “Agent”), entered into an Assumption Agreement to the $1.6 billion loan agreement, dated as of May 23, 2013, as amended and supplemented, among US Airways Group, US Airways, as borrower, the other parties thereto and the Agent (the “2013 Citicorp Loan Agreement”), in which AAG assumed the obligations of US Airways Group as a guarantor and American assumed the obligations of US Airways as borrower, in each case, under the 2013 Citicorp Loan Agreement.

The foregoing descriptions of the Merger Agreement, the supplemental indentures and the Assumption Agreement under the 2013 Citicorp Loan Agreement in this Item 1.01 do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, the Third Supplemental Indenture to the 2013 Indenture, the First Supplemental Indenture to the 2014 Indenture, the First Supplemental Indenture to the 2015 Indenture and the Assumption Agreement under the 2013 Citicorp Loan Agreement, each of which are filed as Exhibits 2.1, 4.1, 4.2, 4.3 and 10.1, respectively, hereto and incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets

In order to simplify AAG’s corporate structure, US Airways merged with and into American pursuant to the Merger Agreement on the Effective Date, with American continuing as the surviving corporation of the US Airways Merger. In accordance with the Merger Agreement, at the Effective Time, each share of capital stock of US Airways issued and outstanding prior to the US Airways Merger was cancelled and no consideration was delivered in exchange therefor. Each share of capital stock of American issued and outstanding immediately prior to the US Airways Merger remained outstanding, was unaffected by the US Airways Merger and continued to be held by AAG. As a result of the US Airways Merger, all property, rights, privileges, powers and franchises of US Airways became the property, rights, privileges, powers and franchises of American, and all debts, liabilities and duties of US Airways became the debts, liabilities and duties of American.

The foregoing description of the US Airways Merger in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and 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 information described in the second, third, fourth and fifth paragraphs under Item 1.01 above is incorporated herein by reference. In addition, through entry into various assumption agreements and by operation of law by virtue of the US Airways Merger, on the Effective Date, American assumed all of US Airways’ obligations under all notes issued by US Airways and all credit agreements, loan agreements, leases and other contracts to which US Airways is a party, including but not limited to all equipment notes previously issued by US Airways in its enhanced equipment trust certificate (“EETC”) financings of aircraft. As of September 30, 2015, the equipment notes issued in connection with the following material EETC financings of US Airways had an aggregate principal balance, per annum interest rate and maturity date as set forth below:


ETTC Financing	Agg. Principal Balance as of September 30, 2015	Interest Rates	Maturity Dates
2010-1 EETC’s	$235.0 million	6.25% to 8.50%	Apr. 2017 to Apr. 2023
2011-1 EETC’s	$304.2 million	7.125% to 9.75%	Oct. 2018 to Oct. 2023
2012-1 EETC’s	$485.6 million	5.90% to 9.125%	Oct. 2015 to Oct. 2024
2012-2 EETC’s	$576.9 million	4.625% to 6.75%	Jun. 2018 to Jun. 2025
2013-1 EETC’s	$774.0 million	3.95% to 5.375%	Nov. 2021 to Nov. 2025

Also on the Effective Date, in order to simplify AAG’s corporate structure, US Airways Group merged with and into AAG with AAG continuing as the surviving corporation in accordance with the provisions applicable to short form mergers set forth in Section 253 of the Delaware General Corporation Law. By virtue of the US Airways Group Merger, AAG assumed by operation of law all of AAG’s obligations under all credit agreements, loan agreements, leases and other contracts to which US Airways Group is a party, including but not limited to guarantees of the payment obligations of American, as successor to US Airways, under the EETC financings of aircraft described in the foregoing paragraph.

Item 3.03

Material Modification to Rights of Security Holders

The information described in the second, third and fourth paragraphs under Item 1.01 above is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders

On December 28, 2015, by written consent in lieu of a meeting, AAG, as the sole stockholder of American, approved the adoption of the Merger Agreement and all other transactions contemplated by the Merger Agreement, including the US Airways Merger.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited financial statements of US Airways required by Item 9.01(a) of Form 8-K will be filed as part of an amendment to this report not later than 71 calendar days after the date this report is required to be filed.

(b) Pro Forma Financial Information.

Unaudited pro forma condensed combined financial statements and notes related thereto, relating to the completion of the US Airways Merger will be filed as part of an amendment to this report not later than 71 calendar days after the date this report is required to be filed.

(d)

Exhibits.


Exhibit		Description

2.1		Agreement and Plan of Merger, dated as of December 28, 2015, by and between American Airlines, Inc. and US Airways, Inc.

4.1		Third Supplemental Indenture, dated as of December 30, 2015, by and among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, to the Indenture dated as of May 24, 2013.

4.2		First Supplemental Indenture, dated as of December 30, 2015, by and among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, to the Indenture dated as of September 25, 2014.

4.3		First Supplemental Indenture, dated as of December 30, 2015, by and among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, to the Indenture dated as of March 5, 2015.

10.1		Assumption Agreement, dated as of December 30, 2015, by and among American Airlines Group Inc., American Airlines, Inc. and Citicorp North America, Inc., as administrative agent, to the $1.6 billion loan agreement, as amended, dated May 23, 2013 between, among others, US Airways, Inc., certain affiliates of US Airways, Inc. and certain lenders.

10.2		Assumption Agreement, dated as of December 30, 2015, by American Airlines, Inc. for the benefit of Wilmington Trust Company, as pass through trustee, subordination agent, and paying agent, and Wilmington Trust, National Association, as escrow agent, in each case, under the Note Purchase Agreement, dated as of April 24, 2013, among US Airways, Inc., Wilmington Trust Company, Wilmington Trust, National Association and Wilmington Trust Company.

10.3		Form of Assumption Agreement, dated as of December 30, 2015, by American Airlines, Inc. for the benefit of Wilmington Trust Company, as Indenture Trustee, to (i) each Participation Agreement between, among others, US Airways, Inc. and Wilmington Trust Company, as Indenture Trustee, entered into pursuant to the 2010-1, 2011-1, 2012-1, 2012-2 and 2013-1 EETC note purchase agreements and (ii) each Trust Indenture and Security Agreement, between, among others, US Airways, Inc., and Wilmington Trust Company, as Indenture Trustee entered into pursuant to the 2010-1, 2011-1, 2012-1, 2012-2 and 2013-1 EETC note purchase agreements.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 31, 2015

American Airlines Group Inc.

/s/ Stephen L. Johnson

Stephen L. Johnson

Executive Vice President

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 31, 2015

American Airlines, Inc.

/s/ Stephen L. Johnson

Stephen L. Johnson

Executive Vice President

Exhibit Index


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of December 28, 2015, by and between American Airlines, Inc. and US Airways, Inc.

4.1		Third Supplemental Indenture, dated as of December 30, 2015, by and among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, to the Indenture dated as of May 24, 2013.

4.2		First Supplemental Indenture, dated as of December 30, 2015, by and among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, to the Indenture dated as of September 25, 2014.

4.3		First Supplemental Indenture, dated as of December 30, 2015, by and among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, to the Indenture dated as of March 5, 2015.

10.1		Assumption Agreement, dated as of December 30, 2015, by and among American Airlines Group Inc., American Airlines, Inc. and Citicorp North America, Inc., as administrative agent, to the $1.6 billion loan agreement, as amended, dated May 23, 2013 between, among others, US Airways, Inc., certain affiliates of US Airways, Inc. and certain lenders.

10.2		Assumption Agreement, dated as of December 30, 2015, by American Airlines, Inc. for the benefit of Wilmington Trust Company, as pass through trustee, subordination agent, and paying agent, and Wilmington Trust, National Association, as escrow agent, in each case, under the Note Purchase Agreement, dated as of April 24, 2013, among US Airways, Inc., Wilmington Trust Company, Wilmington Trust, National Association and Wilmington Trust Company.

10.3		Form of Assumption Agreement, dated as of December 30, 2015, by American Airlines, Inc. for the benefit of Wilmington Trust Company, as Indenture Trustee, to (i) each Participation Agreement between, among others, US Airways, Inc. and Wilmington Trust Company, as Indenture Trustee, entered into pursuant to the 2010-1, 2011-1, 2012-1, 2012-2 and 2013-1 EETC note purchase agreements and (ii) each Trust Indenture and Security Agreement, between, among others, US Airways, Inc., and Wilmington Trust Company, as Indenture Trustee entered into pursuant to the 2010-1, 2011-1, 2012-1, 2012-2 and 2013-1 EETC note purchase agreements.

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

between

American Airlines, Inc.

and

US Airways, Inc.

Dated as of December 28, 2015

TABLE OF CONTENTS


	Page
ARTICLE I The Merger; Effective Time		1

1.1 Effective Time		1

1.2 Effects of the Merger		1

ARTICLE II Effects of the Merger		2

2.1 Effect on Capital Stock		2

2.2 No Further Ownership Rights in the Constituent Corporation’s Stock		2

2.3 Effect on the Rights, Assets and Liabilities of the Constituent Corporation		2

ARTICLE III Covenants		2

3.1 Constituent Corporation Stockholder Approval		2

3.2 Surviving Corporation Stockholder Approval		2

ARTICLE IV Conditions		3

ARTICLE V Miscellaneous and General		3

5.1 Other Actions		3

5.2 Modification, Amendment		3

5.3 Termination		3

5.4 Counterparts		3

5.5 Governing Law		3

5.6 Severability		3

5.7 Interpretation		4

-i-

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this “ Agreement ”), dated as of December 28, 2015, between American Airlines, Inc., a Delaware corporation (the “ Surviving Corporation ”), and US Airways, Inc., a Delaware corporation (the “ Constituent Corporation ” and together with the Surviving Corporation, the “ Merging Corporations ”).

RECITALS

WHEREAS, pursuant to Section 251 of the Delaware General Corporation Law (the “ DGCL ”) a Delaware corporation may merge with and into another Delaware corporation;

WHEREAS, the Merging Corporations have determined to merge, with the Constituent Corporation being merged with and into the Surviving Corporation and the Surviving Corporation continuing as the surviving entity in such merger (the “ Merger ”);

WHEREAS, the respective Boards of Directors of each of the Merging Corporations have, by resolutions duly adopted, declared that the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of their respective sole stockholders, and approved and declared advisable this Agreement; and

WHEREAS, it is intended that, for federal income tax purposes, the Merger will qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and that this Agreement constitute the adoption of a plan of reorganization within the meaning of Section 368 of the Code.

NOW, THEREFORE, in consideration of the premises, and of the agreements contained herein, the parties hereto agree as follows:

ARTICLE I

The Merger; Effective Time

1.1 Effective Time . Following the satisfaction of the conditions set forth in Article IV , the Merging Corporations shall cause a Certificate of Merger (the “ Certificate of Merger ”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL at such time as the Merging Corporations may mutually agree, such agreement to be evidenced by the filing of the Certificate of Merger. The Merger shall become effective at the time specified in the Certificate of Merger (the time at which the Merger becomes effective is referred to herein as the “ Effective Time ”).

1.2 Effects of the Merger . At the Effective Time, the Constituent Corporation shall, pursuant to the DGCL, be merged with and into the Surviving Corporation, and the Surviving Corporation shall continue to exist as the surviving corporation under its present name, and the separate existence of the Constituent Corporation shall cease.

ARTICLE II

Effects of the Merger

2.1 Effect on Capital Stock . At the Effective Time, as a result of the Merger, and without any further action on the part of the Merging Corporations:

(a) Cancellation of Shares of the Constituent Corporation . Each share of capital stock of the Constituent Corporation issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by any holder thereof, no longer be outstanding and shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(b) Shares of the Surviving Corporation . Each share of capital stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Time shall not be converted or exchanged in any manner and shall continue to remain outstanding.

2.2 No Further Ownership Rights in the Constituent Corporation’s Stock . From and after the Effective Time, (i) all holders of certificates representing the Constituent Corporation’s outstanding capital stock shall cease to have any rights as stockholders of the Constituent Corporation, and (ii) the stock transfer books of the Constituent Corporation shall be closed with respect to all shares of capital stock of the Constituent Corporation outstanding immediately prior to the Effective Time. From and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of the capital stock of the Constituent Corporation that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any certificates formerly representing shares of capital stock of the Constituent Corporation are presented to the Surviving Corporation, such certificates shall be canceled.

2.3 Effect on the Rights, Assets and Liabilities of the Constituent Corporation . At the effective time, pursuant to Section 259 of the DGCL and without any further action, all of the rights, privileges powers and franchises of the Constituent Corporation, and all property, real, personal and mixed, and all debts due to the Constituent Corporation, as well as all other things in action or belonging to the Constituent Corporation, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall thereafter be the property of the Surviving Corporation as they were of the Constituent Corporation, and the title to any real property vested by deed or otherwise, under the laws of the State of Delaware in the Constituent Corporation shall not revert or be in any way impaired by reason of Section 259 of the DGCL; but all rights of creditors and all liens upon any property of the Constituent Corporation shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporation shall attach to the Surviving Corporation, and may be enforced against the Surviving Corporation to the same extent as if said debts, liabilities and duties had been incurred or contracted by the Surviving Corporation.

ARTICLE III

Covenants

3.1 Constituent Corporation Stockholder Approval . As promptly as practicable following the execution of this Agreement, the Constituent Corporation shall submit the adoption of this Agreement and the approval and authorization of the Merger and all of the other transactions contemplated by this Agreement to the Constituent Corporation’s sole stockholder for its consideration and approval (the “ Constituent Corporation Stockholder Approval ”).

3.2 Surviving Corporation Stockholder Approval . As promptly as practicable following the execution of this Agreement, the Surviving Corporation shall submit the adoption of this Agreement and the approval of the Merger and all of the other transactions contemplated by this Agreement to the Surviving Corporation’s sole stockholder for its consideration and approval (the “ Surviving Corporation Stockholder Approval ”).

ARTICLE IV

Conditions

The respective obligations of each of the Surviving Corporation and the Constituent Corporation to file the Certificate of Merger and consummate the Merger shall be subject only to (a) the effectiveness of the merger of US Airways Group Inc., a Delaware corporation, with and into American Airlines Group Inc., a Delaware corporation, with American Airlines Group Inc. surviving, (b) the Constituent Corporation obtaining the Constituent Corporation Stockholder Approval and (c) the Surviving Corporation obtaining the Surviving Corporation Stockholder Approval.

ARTICLE V

Miscellaneous and General

5.1 Other Actions . If, at any time, the Surviving Corporation shall determine or be advised that any further assignment or assurance in law or other action is necessary or desirable to vest, perfect, and/or confirm, of record or otherwise, in the Surviving Corporation the title to any property and/or rights of the Constituent Corporation that are acquired or to be acquired by or as a result of the Merger, the Surviving Corporation’s board of directors and/or officers and/or their respective designees, as applicable, hereby are severally and fully authorized to execute and deliver such proper deeds, assignments and assurances in law and take such other actions as may be necessary or proper in the name of the Constituent Corporation to vest, perfect or confirm title to such property or rights in the Surviving Corporation and otherwise carry out the purposes of this Merger Agreement.

5.2 Modification, Amendment . Subject to the provisions of applicable law, at any time prior to the Effective Time, the Merging Corporations may modify or amend this Agreement by mutual written agreement of the Merging Corporations.

5.3 Termination . Subject to the provisions of applicable law, at any time prior to the Effective Time, this Agreement may be terminated and the Merger may be abandoned by mutual written agreement of the Merging Corporations or upon receipt of a Merging Corporation’s written notice terminating this Agreement from the other Merging Corporation.

5.4 Counterparts . This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

5.5 Governing Law . THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

5.6 Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

5.7 Interpretation . The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless otherwise specifically provided for herein, the term “or” will not be deemed to be exclusive. The words “hereof” and “herein” and word of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context requires otherwise. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. References in this Agreement to specific laws or to specific provisions of laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes. Where a reference in this Agreement is made to a Section or Article, such reference shall be to a Section or Article to, this Agreement unless otherwise indicated. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above.


SURVIVING CORPORATION:

AMERICAN AIRLINES, INC.

By:		/s/ W. Douglas Parker
		Name: W. Douglas Parker
		Title: Chief Executive Officer

CONSTITUENT CORPORATION:

US AIRWAYS, INC.

By:		/s/ J. Scott Kirby
		Name: J. Scott Kirby
		Title: President

[Signature Page to Agreement and Plan of Merger]

Exhibit 4.1

EXECUTION VERSION

American Airlines Group Inc.

American Airlines, Inc.

THIRD SUPPLEMENTAL INDENTURE

Dated as of December 30, 2015

Wilmington Trust, National Association

Trustee

Third Supplemental Indenture, dated as of December 30, 2015 (this “ Third Supplemental Indenture ”), among American Airlines Group Inc., a Delaware corporation (“ AAG ”), as successor in interest to US Airways Group, Inc., a Delaware corporation (the “ Company ”), American Airlines, Inc., a Delaware corporation (“ AA ”), as successor in interest to US Airways, Inc., a Delaware corporation (“ US Airways ”), and Wilmington Trust, National Association, a national banking association, as trustee (the “ Trustee ”), to the indenture, dated as of May 24, 2013 (the “ Base Indenture ”), between the Company and the Trustee, as supplemented by the first supplemental indenture, dated as of May 24, 2013, among the Company, US Airways, as guarantor, and the Trustee (the “ First Supplemental Indenture ”), and the second supplemental indenture, dated as of December 9, 2013, among the Company, US Airways, AAG and AA, as guarantors (the “ Guarantors ”) and the Trustee (the “ Second Supplemental Indenture ”) (the Base Indenture, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, is herein referred to as the “ Indenture ”).

WHEREAS, the Company has heretofore executed and delivered the Base Indenture to provide for, among other things, the issuance from time to time of the Company’s debt securities in one or more series as might be authorized under the Base Indenture;

WHEREAS, the Company and US Airways have heretofore executed and delivered the First Supplemental Indenture, pursuant to which the Company issued its 6.125% Senior Notes due 2018 (the “ Notes ”) in an aggregate principal amount of $500,000,000;

WHEREAS, the Company and the Guarantors have heretofore executed and delivered the Second Supplemental Indenture, pursuant to which each of AAG and AA agreed to become a “Guarantor” under the Indenture and to fully and unconditionally guarantee the Notes on the terms and subject to the conditions set forth in Section 7 of such First Supplemental Indenture;

WHEREAS, AAG has heretofore executed and filed with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger, providing for the merger, effective as of the date hereof, of the Company with and into AAG, with AAG continuing as the surviving corporation, pursuant to Section 253 of the Delaware General Corporation Law;

WHEREAS, AA and US Airways have heretofore entered into an Agreement and Plan of Merger, dated as of December 28, 2015, and AA has executed and filed with the Secretary of State of the State of Delaware a Certificate of Merger, providing for the merger, effective as of the date hereof, of US Airways with and into AA, with AA continuing as the surviving corporation;

WHEREAS, Section 4.5 of the First Supplemental Indenture provides that the Company and/or any Guarantor may merge into any Person; provided that, among other things, the surviving Person expressly assumes by a supplemental indenture all of the obligations (a) of the Company under the Notes and the Indenture (in the case of a merger involving the Company), or (b) of such Guarantor under the applicable Note Guarantee (in the case of a merger involving any Guarantor);

WHEREAS, pursuant to Section 3.12(a) of the First Supplemental Indenture, the Company (including any successor thereto), the Guarantors and the Trustee may, without notice to or the consent of any Holders of the Notes, enter into supplemental indentures to the Indenture to, among other things, (i) evidence the succession of another Person to the Company or any Guarantor pursuant to Section 4.5 of the First Supplemental Indenture and the assumption by such successor of the covenants, agreements and obligations of the Company or such Guarantor under the Indenture and with respect to the Notes, or (ii) make any change that does not adversely affect the rights of any Holder of the Notes;

WHEREAS, in connection with the execution and delivery of this Third Supplemental Indenture, the Trustee has received an Officer’s Certificate and an Opinion of Counsel as contemplated by Section 10.4 of the Base Indenture and Section 4.5 of the First Supplemental Indenture; and

WHEREAS, AAG and AA have requested that the Trustee execute and deliver this Third Supplemental Indenture and have satisfied all requirements necessary to make this Third Supplemental Indenture a valid instrument in accordance with its terms.

WITNESSETH:

NOW THEREFORE, each party agrees, for the benefit of the other parties and for the equal and ratable benefit of the Holders of Notes, as follows:

Section 1. Definitions in this Third Supplemental Indenture . Unless otherwise specified herein or the context otherwise requires:

(a) a term defined in the Indenture has the same meaning when used in this Third Supplemental Indenture unless the definition of such term is amended or supplemented pursuant to this Third Supplemental Indenture;

(b) the terms defined in this Third Supplemental Indenture include the plural as well as the singular;

(d) Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2. Assumption of Obligations and Agreements to be Bound.

2.1 Assumption by AAG . AAG hereby expressly assumes all of the obligations of the Company under the Notes and the Indenture. AAG and the Trustee acknowledge and agree that, in accordance with Section 4.5 of the First Supplemental Indenture, AAG hereby succeeds to and shall be substituted for, and shall be bound by, every covenant, agreement and obligation of the Company under the Indenture and with respect to the Notes, and shall be entitled to exercise every right and power of the Company under the Indenture, with the same effect as if AAG had been named as the Company therein.

2.2 Assumption by AA . AA hereby expressly assumes all of the obligations of US Airways under US Airways’s Note Guarantee. AA and the Trustee acknowledge and agree that, in accordance with Section 4.5 of the First Supplemental Indenture, AA hereby succeeds to and shall be substituted for, and shall be bound by, every covenant, agreement and obligation of US Airways under the Indenture with respect to the Notes, and shall be entitled to exercise every right and power of US Airways under the Indenture.

Section 3. Miscellaneous.

3.1 Notices . From and after the date of this Third Supplemental Indenture, any notice or other communication by the Trustee or any Holder to the Company and/or any Guarantor under the Indenture and/or the Notes shall be duly given only if given to the following address (and otherwise in accordance with Section 10.2 of the Base Indenture):

American Airlines Group Inc.

4333 Amon Carter Boulevard

Mail Drop 5662

Fort Worth, Texas 76155

Attention: Treasurer

with a copy to:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California

Attention: Anthony J. Richmond

Telephone: (650) 328-4600

and:

Latham & Watkins LLP

885 Third Avenue

New York, New York

Attention: Gregory P. Rodgers

Telephone: (212) 906-2918

3.2 Ratification of Indenture . The Indenture, as supplemented by this Third Supplemental Indenture, is in all respects ratified and confirmed, and this Third Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. In the event of a conflict between any term or provision of the Indenture and any term or provision of this Third Supplemental Indenture, the terms and provisions of this Third Supplemental Indenture shall control.

3.3 Parties . Nothing in this Third Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Third Supplemental Indenture or any provision herein or therein contained.

3.4 Trustee Not Responsible for Recitals . The recitals herein contained are made by AAG and AA and not by the Trustee, and the Trustee does not assume any responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Third Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

3.5 Governing Law . THIS THIRD SUPPLEMENTAL INDENTURE, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) .

3.6 Counterparts . This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of them together shall represent the same agreement. Delivery of an executed counterpart of a signature page of this Third Supplemental Indenture by facsimile or electronic .pdf copy shall be effective as delivery of a manually executed counterpart of hereof.

[ Signature pages follow ]

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the day and year first above written.


AMERICAN AIRLINES GROUP INC.

By:		/s/ Thomas T. Weir
Name:		Thomas T. Weir
Title:		Vice President and Treasurer

AMERICAN AIRLINES, INC.

By:		/s/ Thomas T. Weir
Name:		Thomas T. Weir
Title:		Vice President and Treasurer

[ USAG 6.125% Senior Notes due 2018 - Third Supplemental Indenture ]


WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Joseph P. O’Donnell
Name:		Joseph P. O’Donnell
Title:		Vice President

[ USAG 6.125% Senior Notes due 2018 - Third Supplemental Indenture ]

Exhibit 4.2

EXECUTION VERSION

American Airlines Group Inc.

American Airlines, Inc.

FIRST SUPPLEMENTAL INDENTURE

Dated as of December 30, 2015

Wilmington Trust, National Association

Trustee

First Supplemental Indenture, dated as of December 30, 2015 (this “ First Supplemental Indenture ”), among American Airlines Group Inc., a Delaware corporation (the “ Company ”), as successor in interest to US Airways Group, Inc., a Delaware corporation (“ US Airways Group ”), American Airlines, Inc., a Delaware corporation (“ American ”), as successor in interest to US Airways, Inc., a Delaware corporation (“ US Airways ”), and Wilmington Trust, National Association, a national banking association, as trustee (the “ Trustee ”), to the indenture, dated as of September 25, 2014 (the “ Indenture ”), among the Company, US Airways Group, American and US Airways, as guarantors (the “ Guarantors ”), and the Trustee, pursuant to which the Company issued its 5.50% Senior Notes due 2019 (the “ Notes ”) in an aggregate principal amount of $750,000,000.

WHEREAS, the Company has heretofore executed and filed with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger, providing for the merger, effective as of the date hereof, of US Airways Group with and into the Company, with the Company continuing as the surviving corporation, pursuant to Section 253 of the Delaware General Corporation Law;

WHEREAS, American and US Airways have heretofore entered into an Agreement and Plan of Merger, dated as of December 28, 2015, and American has executed and filed with the Secretary of State of the State of Delaware a Certificate of Merger, providing for the merger, effective as of the date hereof, of US Airways with and into American, with American continuing as the surviving corporation;

WHEREAS, Section 5.01 of the Indenture provides that a Guarantor may merge into any Person; provided that, among other things, the surviving Person expressly assumes by a supplemental indenture all of the obligations of such Guarantor under the applicable Note Guarantee;

WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes without the consent of any Holder to, among other things, (a) evidence the succession of another Person to the Company or any Guarantor pursuant to Section 5.01 of the Indenture and the assumption by such successor of the Company’s or such Guarantor’s covenants, agreements and obligations under the Indenture and with respect to the Notes, or (b) to make any change that does not adversely affect the rights of any Holder of the Notes;

WHEREAS, in connection with the execution and delivery of this First Supplemental Indenture, the Trustee has received an Officers’ Certificate and an Opinion of Counsel as contemplated by Sections 5.01 and 11.02 of the Indenture; and

WHEREAS, the Company and American have requested that the Trustee execute and deliver this First Supplemental Indenture and have satisfied all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms.

WITNESSETH:

NOW THEREFORE, each party agrees, for the benefit of the other parties and for the equal and ratable benefit of the Holders of Notes, as follows:

Section 1. Definitions in this First Supplemental Indenture . Unless otherwise specified herein or the context otherwise requires:

(a) a term defined in the Indenture has the same meaning when used in this First Supplemental Indenture unless the definition of such term is amended or supplemented pursuant to this First Supplemental Indenture;

(b) the terms defined in this First Supplemental Indenture include the plural as well as the singular;

(d) Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2. Assumption of Obligations and Agreements to be Bound.

2.1 Assumption by the Company . The Company hereby expressly assumes all of the obligations of US Airways Group under US Airways Group’s Note Guarantee. The Company and the Trustee acknowledge and agree that, in accordance with Section 5.01 of the Indenture, the Company hereby succeeds to and shall be substituted for, and shall be bound by, every covenant, agreement and obligation of US Airways Group under the Indenture and with respect to the Notes, and shall be entitled to exercise every right and power of US Airways Group under the Indenture ( provided , that nothing in this First Supplemental Indenture shall be interpreted to limit or diminish the rights and powers of the Company under the Indenture prior to the date hereof).

2.2 Assumption by American . American hereby expressly assumes all of the obligations of US Airways under US Airways’s Note Guarantee. American and the Trustee acknowledge and agree that, in accordance with Section 5.01 of the Indenture, American hereby succeeds to and shall be substituted for, and shall be bound by, every covenant, agreement and obligation of American under the Indenture and with respect to the Notes, and shall be entitled to exercise every right and power of US Airways under the Indenture.

Section 3. Miscellaneous.

3.1 Ratification of Indenture . The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. In the event of a conflict between any term or provision of the Indenture and any term or provision of this First Supplemental Indenture, the terms and provisions of this First Supplemental Indenture shall control.

3.2 Parties . Nothing in this First Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this First Supplemental Indenture or any provision herein or therein contained.

3.3 Trustee Not Responsible for Recitals . The recitals herein contained are made by the Company and American and not by the Trustee, and the Trustee does not assume any responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this First Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein.

3.4 Governing Law . THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY .

3.5 Counterparts . This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of them together shall represent the same agreement. Delivery of an executed counterpart of a signature page of this First Supplemental Indenture by facsimile or electronic .pdf copy shall be effective as delivery of a manually executed counterpart hereof.

[ Signature pages follow ]

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


AMERICAN AIRLINES GROUP INC.

By:		/s/ Thomas T. Weir
Name:		Thomas T. Weir
Title:		Vice President and Treasurer

AMERICAN AIRLINES, INC.

By:		/s/ Thomas T. Weir
Name:		Thomas T. Weir
Title:		Vice President and Treasurer

[ AAG 5.50% Senior Notes due 2019 - First Supplemental Indenture ]


WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Joseph P. O’Donnell
Name:		Joseph P. O’Donnell
Title:		Vice President

[ AAG 5.50% Senior Notes due 2019 - First Supplemental Indenture ]

Exhibit 4.3

EXECUTION VERSION

American Airlines Group Inc.

American Airlines, Inc.

FIRST SUPPLEMENTAL INDENTURE

Dated as of December 30, 2015

Wilmington Trust, National Association

Trustee

First Supplemental Indenture, dated as of December 30, 2015 (this “ First Supplemental Indenture ”), among American Airlines Group Inc., a Delaware corporation (the “ Company ”), as successor in interest to US Airways Group, Inc., a Delaware corporation ( “ US Airways Group ”), American Airlines, Inc., a Delaware corporation ( “ American ”), as successor in interest to US Airways, Inc., a Delaware corporation (“ US Airways ”), and Wilmington Trust, National Association, a national banking association, as trustee (the “ Trustee ”), to the indenture, dated as of March 5, 2015 (the “ Indenture ”), among the Company, US Airways Group, American and US Airways, as guarantors (the “ Guarantors ”), and the Trustee, pursuant to which the Company issued its 4.625% Senior Notes due 2020 (the “ Notes ”) in an aggregate principal amount of $500,000,000.

WITNESSETH:

NOW THEREFORE, each party agrees, for the benefit of the other parties and for the equal and ratable benefit of the Holders of Notes, as follows:

Section 1. Definitions in this First Supplemental Indenture . Unless otherwise specified herein or the context otherwise requires:

(b) the terms defined in this First Supplemental Indenture include the plural as well as the singular;

(d) Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2. Assumption of Obligations and Agreements to be Bound.

Section 3. Miscellaneous.

[ Signature pages follow ]

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


AMERICAN AIRLINES GROUP INC.

By:		/s/ Thomas T. Weir
Name:		Thomas T. Weir
Title:		Vice President and Treasurer

AMERICAN AIRLINES, INC.

By:		/s/ Thomas T. Weir
Name:		Thomas T. Weir
Title:		Vice President and Treasurer

[ AAG 4.625% Senior Notes due 2020 - First Supplemental Indenture ]


WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:		/s/ Joseph P. O’Donnell
Name:		Joseph P. O’Donnell
Title:		Vice President

[ AAG 4.625% Senior Notes due 2020 - First Supplemental Indenture ]

Exhibit 10.1

EXECUTION VERSION

ASSUMPTION AGREEMENT

This ASSUMPTION AGREEMENT, dated as of December 30, 2015 (this “ Agreement ”) is made by American Airlines, Inc., a Delaware corporation (the “ American ”) and American Airlines Group Inc. (“ AAG ”) for the benefit of Citicorp North America, Inc., as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders pursuant to Section 6.8 of the Loan Agreement (as defined below) in connection with the merger of (i) US Airways, Inc., a Delaware corporation (“ US Airways ”), with and into American, with American being the surviving entity and (ii) US Airways Group, Inc. (“ USAG ”) with an into AAG, with AAG being the surviving entity (the “ Internal Restructuring ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

WHEREAS, US Airways and/or USAG are party to (i) that certain $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 ”), by and among US Airways, AAG, the direct and indirect Subsidiaries of AAG and certain other affiliates of the Borrower party thereto from time to time, the Lenders party thereto and the Administrative Agent for the Lenders, (ii) that certain Guaranty dated as of May 23, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”) by and among US Airways, each other grantor from time to time party thereto and the Administrative Agent, (iii) that certain Security Agreement dated as of May 23, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”) by and among US Airways, each other grantor from time to time party thereto and the Administrative Agent, (iv) that certain Spare Parts Mortgage and Security Agreement dated as of May 23, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Mortgage ”) by and among US Airways, each other grantor from time to time party thereto and the Administrative Agent, (v) that certain Leasehold Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Arizona) dated as of August 12, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Leasehold Deed of Trust ”) by US Airways to Fidelity National Title Insurance Company, as trustee, for the benefit of the Administrative Agent, and (vi) that certain Slot, Gate and Route Security Agreement dated as of May 23, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ SGR Security Agreement ”) by and amount US Airways, each other grantor from time to time party thereto and the Administrative Agent.

WHEREAS, as of December 30, 2015 (the “ Effective Date ”), US Airways, American, USAG and AAG consummated the Internal Restructuring and American and AAG wish to enter into this Agreement to evidence American’s assumption of US Airways’ Obligations and AAG’s assumption of USAG’s Obligations under the Loan Agreement and the other Loan Documents.

WHEREAS, in connection with the Internal Restructuring, American and AAG intend to file or cause to be filed within four (4) months following the date of the Internal Restructuring, amendments to any UCC financing statements previously filed in respect of the Loan Documents in order to change the name of the debtor to American Airlines, Inc. or American Airlines Group Inc., as applicable.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by American, American, intending legally to be bound, hereby agree as follows:

1. Assumption . Pursuant to Section 6.8 of the Loan Agreement, by the execution of this Agreement: (a) American hereby (i) agrees for the benefit of the Administrative Agent and the Lenders that, as of the Effective Date, American assumes and undertakes the due and punctual performance and observance of all of the liabilities and obligations of US Airways, whenever accrued, pursuant to the Loan Agreement, and each of the other Loan Documents to which US Airways is a party and (ii) confirms that American (x) shall be deemed the party named as “Principal Obligor,” “Borrower” or “Grantor”, as applicable, for all purposes of the applicable Loan Agreement and each Loan Document and (y) shall be bound by, and shall perform and observe, all of the terms of each of the Loan Documents as if therein named the Principal Obligor, Borrower or Grantor, as applicable, and (b) AAG hereby agrees for the benefit of the Administrative Agent and the Lenders that, as of the Effective Date, AAG assumes and undertakes the due and punctual performance and observance of all of the liabilities and obligations of USAG, whenever accrued, pursuant to the Loan Agreement, and each of the other Loan Documents to which USAG is a party.

2. Agreement and Consent to File . American and AAG each agree that it shall make, or shall cause its representatives or agents on its behalf to make, all filings and recordings, including any filing under the UCC, as are necessary to evidence the Internal Restructuring and all filings necessary in order to preserve and protect the rights of the Administrative Agent under the Loan Agreement and the other Loan Documents and the Administrative Agent hereby consents to such filings and recordings. American hereby confirms that within the applicable period required by Law, it shall take all necessary steps to maintain the perfection of any security provided by US Airways.

3. Representations and Warranties . Each of American and AAG hereby represents and warrants that as of the date of this Agreement:

(a)

Each of American and AAG is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, is a Citizen of the United States and has the corporate power and authority to enter into and perform its obligations under this Agreement and the Loan Agreement and the other Loan Documents;

(b)

the execution, delivery and performance by each of American and AAG of this Agreement (i) have been duly authorized by all necessary corporate action on the part of American or AAG, as applicable; and (ii) do not require any stockholder approval, except such as has been duly obtained, and do not and will not violate the certificate of incorporation or bylaws of American or AAG, as applicable, or any current law, governmental rule, regulation, judgment or order binding on American or AAG, as applicable; and

(c)

this Agreement has been duly executed and delivered by each of American and AAG, and this Agreement, the Loan Agreement and the other Loan Documents to which American or AAG is a party constitute the legal, valid and binding obligations of American and AAG enforceable against American and AAG in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors or lessors generally and general principles of equity.

4. Notices. American’s address for notices given to the Borrower under the Loan Documents is:


Address:		American Airlines, Inc.
		4333 Amon Carter Boulevard
		Mail Drop 5662
		Fort Worth, Texas 76155
		United States of America
Tel:		+1 817 963-1234
Fax:		+1 817 967-4318
Attention:		Treasurer

5 . Miscellaneous.

(a)

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

(b)

No term or provision of this Agreement may be amended, modified or supplemented orally, but only by an instrument in writing signed by the party against which the enforcement of the amendment, modification or supplement is sought.

(c)

THIS AGREEMENT AND ANY CLAIM RELATED HERETO, WHETHER IN TORT OR IN CONTRACT, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK.

(d)

In relation to any legal action or proceeding arising out of or in connection with this Agreement or any Loan Document, the subject matter hereof or thereof or any of the transactions contemplated hereby or thereby, American, AAG and each of the parties, to the maximum extent permitted by applicable law, (i) irrevocably

submits itself to the non-exclusive jurisdiction of each of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York, each sitting in the Borough of Manhattan, and other courts with jurisdiction to hear appeals from such courts and (ii) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or any Loan Document or the subject matter hereof or thereof or any of the transactions contemplated hereby or thereby may not be enforced in or by such courts.

(e)

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. This Agreement may be transmitted and/or signed by facsimile or other electronic means (i.e., a “pdf” or “tiff”). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually signed originals and shall be binding on each party hereto.

6. Further Assurances . American and AAG agree to perform any further acts and execute and deliver any additional documents and instruments that may be necessary or reasonably requested by the Administrative Agent to carry out the provisions of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, American and AAG have executed this Assumption Agreement as of the date first above written.


American Airlines, Inc.

By		/s/ Thomas T. Weir
Name:		Thomas T. Weir
Title:		Vice President and Treasurer

American Airlines Group Inc.

By		/s/ Thomas T. Weir
Name:		Thomas T. Weir
Title:		Vice President and Treasurer

Signature P age to Assumption Agreement (Citicorp North America, Inc.)


ACKNOWLEDGED:

CITICORP NORTH AMERICA, INC.,
as Administrative Agent

By:		/s/ Scott Slavik
Name:		Scott Slavik
Title:		Vice President

Signature P age to Assumption Agreement (Citicorp North America, Inc.)

Exhibit 10.2

Execution Version

ASSUMPTION AGREEMENT (2013-1 Note Purchase Agreement)

THIS ASSUMPTION AGREEMENT (2013-1 Note Purchase Agreement) (this “ Agreemen t ”), dated as of December 30, 2015, is made by AMERICAN AIRLINES, INC., a Delaware corporation (“ American ”), for the benefit of Wilmington Trust Company, as pass through trustee, subordination agent, and paying agent (in such capacities, the “ Trustee ”), and Wilmington Trust, National Association, as escrow agent (the “ Escrow Agent ”), in each case, under the Note Purchase Agreement, dated as of April 24, 2013 (the “ Note Purchase Agreement ”), among US Airways, Inc., a Delaware corporation (“ US Airways ”), the Escrow Agent and the Trustee, in connection with the merger of US Airways with and into American, with American being the surviving entity (the “ Internal Restructuring ”).

WHEREAS, US Airways, the Escrow Agent and the Trustee are parties to the Note Purchase Agreement;

and

WHEREAS , as of December 30, 2015 (the “Effective Date” ), US Airways and American consummated the Internal Restructuring and American wishes to enter into this Agreement to evidence American’s assumption of certain US Airways obligations under the Note Purchase Agreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS :

Section 1. Defined Terms. Capitalized terms used but not defined herein or in the Schedules attached hereto shall have the respective meanings given them in the Note Purchase Agreement.

Section 2. Assumption. Pursuant to Section 4(a)(iii) of the Note Purchase Agreement, American hereby (a) agrees for the benefit of the Trustee and the Escrow Agent that, as of the Effective Date, American assumes and undertakes all of the liabilities and obligations of US Airways, whenever accrued, pursuant to the Note Purchase Agreement, including the due and punctual performance and observance of each covenant, agreement and condition therein required to be performed or observed by US Airways thereunder and (b) confirms that American (i) shall be deemed the party named as “Company” for all purposes of the Note Purchase Agreement and (ii) shall be bound by, and shall perform and observe, all of the terms of the Note Purchase Agreement as if therein named the “Company”.

Section 3. Representations and Warranties. American hereby represents and warrants that as of the date of this Agreement:

(a)

American is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, is a U.S. Air Carrier (as defined in the Financing Agreements), is a “citizen of the United States” as defined in Section 40102(a)(15) of the Act and has the corporate power and authority to own or hold under lease its properties and to enter into and perform its obligations under this Agreement and the Note Purchase Agreement;

(b)

the execution, delivery and performance by American of this Agreement (i) have been duly authorized by all necessary corporate action on the part of American; and (ii) do not require any stockholder approval, except such as has been duly obtained, and do not and will not violate the certificate of incorporation or bylaws of American or any current law, governmental rule, regulation, judgment or order binding on American or violate or result in a breach of, or constitute a default under, or result in the creation of any lien upon the property of American under, any material indenture, mortgage, contract or other agreement to which American is a party or by which American or its properties is or are bound or affected;

(c)

this Agreement has been duly executed and delivered by American, and this Agreement and the Note Purchase Agreement constitute the legal, valid and binding obligations of American enforceable against American in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors or lessors generally and general principles of equity;

(d)

American has made such filings and recordings with the FAA pursuant to the Act as shall be necessary to evidence the Internal Restructuring; and

(e)

immediately after giving effect to the Internal Restructuring, no “Event of Default” under and as defined in each Trust Indenture shall have occurred and be continuing.

Section 4. Notices. American’s address for notices given to Company under the Note Purchase Agreement is:


Address:		American Airlines, Inc.
		4333 Amon Carter Boulevard
		Mail Drop 5662
		Fort Worth, Texas 76155
		United States of America

Tel:		+1 817 963-1234
Fax:		+1 817 967-4318
Attention:		Treasurer

Section 5. Miscellaneous.

(a)	This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

(b)	No term or provision of this Agreement may be amended, modified or supplemented orally, but only by an instrument in writing signed by the party against which the enforcement of the amendment, modification or supplement is sought.

(c)

(d)

In relation to any legal action or proceeding arising out of or in connection with this Agreement or the Note Purchase Agreement, the subject matter hereof or thereof or any of the transactions contemplated hereby or thereby, American and each of the parties, to the maximum extent permitted by applicable law, (i) irrevocably submits itself to the non-exclusive jurisdiction of each of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York, each sitting in the Borough of Manhattan, and other courts with jurisdiction to hear appeals from such courts and (ii) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the Note Purchase Agreement or the subject matter hereof or thereof or any of the transactions contemplated hereby or thereby may not be enforced in or by such courts.

(e)

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Agreement may be transmitted and/or signed by facsimile or other electronic means ( i.e. , a “pdf” or “tiff”). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually signed originals and shall be binding on each party hereto.

[Signature page follows.]

IN WITNESS WHEREOF , American has caused this Assumption Agreement (2013-1 Note Purchase Agreement) to be duly executed by its duly authorized representative as of the day and year first above written.


AMERICAN AIRLINES, INC.

By:		/s/ Thomas T. Weir
Name:		Thomas T. Weir
Title:		Vice President and Treasurer

Signature Page to Assumption Agreement (2013-1 Note Purchase Agreement)


ACKNOWLEDGED AND AGREED:

Wilmington Trust Company, not in its individual capacity, but solely as Trustee

By:		/s/ Adam R. Vogelsong
Name:		Adam R. Vogelsong
Title:		Vice President

Wilmington Trust, National Association, as Escrow Agent

By:		/s/ Adam R. Vogelsong
Name:		Adam R. Vogelsong
Title:		Vice President

Signature Page to Assumption Agreement (2013-1 Note Purchase Agreement)

Exhibit 10.3

Execution Version

ASSUMPTION AGREEMENT (Reg. No. N[ ])

THIS ASSUMPTION AGREEMENT (Reg. No. N[ ]) (this “ Agreement ”), dated as of December 30, 2015, is made by AMERICAN AIRLINES, INC., a Delaware corporation (“ American ”), for the benefit of Wilmington Trust Company, as indenture trustee (together with its successors and permitted assigns, the “ Indenture Trustee ”), in connection with the merger of US Airways, Inc., a Delaware corporation (“ US Airways ”), with and into American, with American being the surviving entity (the “ Internal Restructuring ”).

WHEREAS, US Airways and the Indenture Trustee are parties to (i) that certain Participation Agreement (MSN [ ]), dated as of [ ], between the Indenture Trustee, Wilmington Trust Company, as subordination agent and pass through trustee, and US Airways, as owner (the “ Owner ”) (as amended, supplemented or otherwise modified from time to time, the “ Participation Agreement ”) and (ii) that certain Trust Indenture and Security Agreement (MSN [ ]), dated as of [ ], between the Owner and the Indenture Trustee (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”); and

WHEREAS , as of December 30, 2015 (the “Effective Date” ), US Airways and American consummated the Internal Restructuring and American wishes to enter into this Agreement to evidence American’s assumption of the obligations of US Airways under the Indenture and the other Operative Agreements.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS :

Section 1. Defined Terms. Capitalized terms used but not defined herein or in the Schedule attached hereto shall have the respective meanings given them in Annex A to the Indenture.

Section 2. Assumption. Pursuant to Section 4.07 of the Indenture, American hereby (a) agrees for the benefit of the Indenture Trustee that, as of the Effective Date, American assumes and undertakes the due and punctual performance and observance of all of the liabilities and obligations of Owner, whenever accrued, pursuant to the Participation Agreement, the Indenture and each of the other Operative Agreements, including the due and punctual performance and observance of each covenant and condition therein required to be performed or observed by the Owner thereunder and (b) confirms that American (i) shall be deemed the party named as “Owner” for all purposes of each of the Operative Agreements and (ii) shall be bound by, and shall perform and observe, all of the terms of each of the Operative Agreements as if therein named the Owner.

Section 3. Agreement and Consent to File . American agrees that it shall make, or shall cause its representatives or agents on its behalf to make, all filings and recordings (i) with the FAA pursuant to the Act as are necessary to evidence the Internal Restructuring and (ii) all UCC financing statements in the applicable filing office or offices in accordance with the Uniform Commercial Code as in effect in any applicable

jurisdiction in order to ensure that all previously filed financing statements respecting the Indenture Estate continues to be effective or that the Indenture Trustee continues to have a first priority security interest in the Indenture Estate, subject to Permitted Liens and the Indenture Trustee hereby consents to such filings and recordings.

Section 4. Representations and Warranties. American hereby represents and warrants that as of the date of this Agreement:

(a)

American is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, is a U.S. Air Carrier, is a Citizen of the United States (as defined in Title 49 of the United States Code) and has the corporate power and authority to own and hold its properties and to enter into and perform its obligations under this Agreement and the Operative Agreements to which Owner is a party;

(b)

the execution and delivery of this Agreement and the performance by American of this Agreement and each of the Operative Agreements to which Owner is a party (i) are within American’s corporate power and have been duly authorized by all necessary corporate action on the part of American; and (ii) do not require any stockholder approval, except such as has been duly obtained, and do not and will not violate the certificate of incorporation or bylaws of American or any current law, governmental rule, regulation, judgment or order binding on American or violate or result in a breach of, or constitute a default under, or result in the creation of any security interest upon the property of American under, any material indenture, mortgage, contract or other agreement (other than the Operative Agreements) to which American is a party or by which American or its properties is or are bound or affected;

(c)

this Agreement has been duly executed and delivered by American, and this Agreement and the Operative Agreements to which American is a party constitute the legal, valid and binding obligations of American enforceable against American in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors or lessors generally and general principles of equity and

(d)

immediately after giving effect to the Internal Restructuring, no Event of Default shall have occurred and be continuing.

Section 5. Notices. American’s address for notices given to the Owner under the Operative Agreements is:


Address:		American Airlines, Inc.
		4333 Amon Carter Boulevard
		Mail Drop 5662
		Fort Worth, Texas 76155
		United States of America

Tel:		+1 817 963-1234
Fax:		+1 817 967-4318
Attention:		Treasurer

Section 6. Miscellaneous.

(a)

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

(b)

(c)

(d)

In relation to any legal action or proceeding arising out of or in connection with this Agreement or any Operative Agreement, the subject matter hereof or thereof or any of the transactions contemplated hereby or thereby, American and each of the parties, to the maximum extent permitted by applicable law, (i) irrevocably submits itself to the non-exclusive jurisdiction of each of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York, each sitting in the Borough of Manhattan, and other courts with jurisdiction to hear appeals from such courts and (ii) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or any Operative Agreement or the subject matter hereof or thereof or any of the transactions contemplated hereby or thereby may not be enforced in or by such courts.

(e)

[Signature page follows.]

IN WITNESS WHEREOF , American has caused this Assumption Agreement (Reg. No. N[ ]) to be duly executed by its duly authorized representative as of the day and year first above written.


AMERICAN AIRLINES, INC.

By:
Name:		Thomas T. Weir
Title:		Vice President and Treasurer


Accepted and acknowledged:

WILMINGTON TRUST COMPANY , not in its individual capacity, but solely as Indenture Trustee

By:
Name:
Title:

Signature Page to Assumption Agreement ( N[ ] )