INSTRUMENTOF ASSUMPTION AND JOINDER
Exhibit 10.2
EXECUTION VERSION
INSTRUMENT OF ASSUMPTION AND JOINDER
THIS INSTRUMENT OF ASSUMPTION AND JOINDER (this Agreement), dated as of December 9, 2013 is by and among US AIRWAYS GROUP, INC., a Delaware corporation, US AIRWAYS, INC., a Delaware corporation (each, a New Subsidiary Loan Party), AMERICAN AIRLINES, INC., a Delaware corporation (the Borrower), AMERICAN AIRLINES GROUP INC. (f/k/a AMR CORPORATION), a Delaware corporation (Parent), the other Subsidiaries of Parent from time to time party hereto other than the Borrower (the Guarantors), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Lenders (together with its permitted successors in such capacity, the Administrative Agent) and as collateral agent for the Secured Parties (together with its permitted successors in such capacity, the Collateral Agent) under that certain Credit and Guaranty Agreement, dated as of June 27, 2013 (as amended by Amendment No. 1, dated as of August 5, 2013, and as may be further as amended, restated, supplemented or otherwise modified and in effect from time to time, the Credit Agreement), among the Borrower, Parent, the Guarantors party thereto from time to time, the Administrative Agent, the Collateral Agent, Deutsche Bank AG New York Branch, as issuing lender (in such capacity, the Issuing Lender), and the Lenders party thereto from time to time. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Each New Subsidiary Loan Party hereby agrees as follows:
1. Each New Subsidiary Loan Party hereby acknowledges, agrees and confirms that, by its execution of this Agreement, as provided in section 5.09(a) of the Credit Agreement, each New Subsidiary Loan Party will be deemed to be a party to the Credit Agreement and a Guarantor for all purposes of the Credit Agreement and the Guaranty, and each individually agrees that it is bound by the terms, conditions and obligations set forth therein as if each had been an original signatory thereto.
2. Each New Subsidiary Loan Party acknowledges and confirms that it has received a copy of the Credit Agreement and the schedule and exhibits thereto. The information on Schedule 3.06 to the Credit Agreement is hereby amended to include the information shown on the attached Schedule A.
3. Each New Subsidiary Loan Party hereby agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver any further documents and perform any further acts as the Administrative Agent may reasonably request in order to effect the purposes of this Agreement.
4. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIM OR CONTROVERSY RELATING HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF
CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
5. This Agreement (a) may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract and (b) may, upon execution, be delivered by facsimile or electronic mail, which shall be deemed for all purposes to be an original signature.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective officers as of the date first above written.
AMERICAN AIRLINES, INC. | ||
By: | /s/ Kenneth W. Wimberly | |
Name: Kenneth W. Wimberly | ||
Title: Vice President, Deputy General Counsel and Assistant Corporate Secretary | ||
AMERICAN AIRLINES GROUP INC. (f/k/a/ AMR CORPORATION) | ||
By: | /s/ Kenneth W. Wimberly | |
Name: Kenneth W. Wimberly | ||
Title: Vice President, Deputy General Counsel and Assistant Corporate Secretary | ||
US AIRWAYS GROUP, INC. | ||
By: | /s/ Derek J. Kerr | |
Name: Derek J. Kerr | ||
Title: Executive Vice President and Chief Financial Officer | ||
US AIRWAYS, INC. | ||
By: | /s/ Derek J. Kerr | |
Name: Derek J. Kerr | ||
Title: Executive Vice President and Chief Financial Officer | ||
SIGNATURE PAGE TO INSTRUMENT OF ASSUMPTION AND JOINDER
ACKNOWLEDGED AND ACCEPTED: | ||
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent | ||
By: | /s/ Peter Cucchiara | |
Name: Peter Cucchiara | ||
Title: Vice President | ||
By: | /s/ Michael Winters | |
Name: Michael Winters | ||
Title: Vice President | ||
DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent | ||
By: | /s/ Peter Cucchiara | |
Name: Peter Cucchiara | ||
Title: Vice President | ||
By: | /s/ Michael Winters | |
Name: Michael Winters | ||
Title: Vice President |
SIGNATURE PAGE TO INSTRUMENT OF ASSUMPTION AND JOINDER