EX-10.5



 Exhibit 10.5 

Execution Version 
  

 
 AMENDED AND RESTATED GUARANTEE 

dated as of March 31, 2014 

from 
 US AIRWAYS GROUP, INC. 

and 
 AMERICAN AIRLINES GROUP INC.

 Fourteen (14) Airbus A321-231 and Four (4) Airbus A330-243 Aircraft 

 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 Section 1.
	 	Guarantee	  	 	2	  
			
	 Section 2.
	 	No Implied Third Party Beneficiaries	  	 	3	  
			
	 Section 3.
	 	Waiver; No Set-off; Reinstatement; Subrogation	  	 	3	  
			
	 Section 4.
	 	Amendments, Etc	  	 	4	  
			
	 Section 5.
	 	Payments	  	 	4	  
			
	 Section 6.
	 	Integration; Counterparts; Successors and Assigns; Headings	  	 	4	  
			
	 Section 7.
	 	Notices	  	 	4	  
			
	 Section 8.
	 	No Waivers	  	 	4	  
			
	 Section 9.
	 	Severability	  	 	5	  
			
	 Section 10.
	 	GOVERNING LAW	  	 	5	  


  
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 AMENDED AND RESTATED GUARANTEE 

AMENDED AND RESTATED GUARANTEE, dated as of March 31, 2014 (as amended, modified or supplemented from time to time, this
“Guarantee”), from US AIRWAYS GROUP, INC., a Delaware corporation (together with its permitted successors and assigns, “USAG”) and AMERICAN AIRLINES GROUP INC., a Delaware corporation (together with its permitted successors and
assigns, “AAG” and, together with USAG, the “Guarantors”), to the parties listed in Schedule I hereto (collectively, together with their successors and permitted assigns, the “Parties”, and, individually, a
“Party”). 
 WHEREAS, US Airways, Inc., a Delaware corporation (“Owner”), a direct wholly-owned subsidiary of USAG, a
direct wholly-owned subsidiary of AAG, has entered into that certain Note Purchase Agreement dated as of April 24, 2013 (the “Note Purchase Agreement”), among Owner, Wilmington Trust Company, as pass through trustee under each of the
Pass Through Trust Agreements (the “Pass Through Trustee”), Wilmington Trust Company, as Subordination Agent (the “Subordination Agent”), Wilmington Trust, National Association, as Escrow Agent under each of the Escrow and Paying
Agent Agreements, and Wilmington Trust Company, as Paying Agent under each of the Escrow and Paying Agent Agreements; 
 WHEREAS,
capitalized terms used but not defined herein shall have the meanings set forth in the Note Purchase Agreement; and 
 WHEREAS, in order to
finance the aircraft identified on Schedule II hereto (the “Aircraft”), Owner has issued or will issue, as the case may be, the Equipment Notes under the Trust Indentures; 

WHEREAS, in order to induce the Pass Through Trustee to purchase the Equipment Notes and for other good and valuable consideration, USAG
delivered the Guarantee dated as of April 24, 2013 (the “Prior Guarantee”) to the Parties; 
 WHEREAS, USAG and AAG desire to
amend and restate the Prior Guarantee on the terms set forth herein and each of the Parties desires to consent to such amendment and restatement; 

NOW, THEREFORE, in order to induce the Pass Through Trustee to purchase the Equipment Notes and for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto agree as follows: 







 Section 1. Guarantee. 

(a) Each Guarantor does hereby acknowledge that it is fully aware of the terms and conditions of the Trust Indentures, the Participation
Agreements, the Equipment Notes and the transactions and the other documents contemplated thereby, and the Guarantors jointly and severally hereby irrevocably and fully and unconditionally guarantee, as primary obligor and not as surety merely, to
the Parties, as their respective interests may appear, the payment by Owner of all payment obligations when due under the Trust Indentures, the Participation Agreements and the Equipment Notes (such obligations of Owner guaranteed hereby being
hereafter referred to, individually, as a “Guaranteed Obligation” and, collectively, as the “Guaranteed Obligations”) in accordance with the terms of the Financing Agreements. The Guarantors jointly and severally hereby agree
that in the event that Owner fails to pay any Guaranteed Obligation when due for any reason (including, without limitation, the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceedings affecting the status, existence, assets or obligations of Owner, or the disaffirmance with respect to Owner of any Trust Indenture or any other Financing Agreement to which
Owner is a party in any such proceeding) after the date on which such Guaranteed Obligation became due and payable and the applicable grace period has expired, the Guarantors shall pay or cause to be paid forthwith, upon the receipt of notice from
the Indenture Trustee (such notice to be sent to Owner (to the extent the Indenture Trustee is not stayed or prevented from doing so by operation of law) and each Guarantor) stating that such Guaranteed Obligation was not paid when due after the
applicable grace period has expired and stating the amount of such Guaranteed Obligation. 
 (b) The obligations of the Guarantors hereunder
shall not be, to the fullest extent permitted by law, affected by the genuineness, validity, regularity or enforceability (or lack thereof) of any of Owner’s obligations under any Trust Indenture or any other Financing Agreement to which Owner
is a party, any amendment, waiver or other modification of any Trust Indenture or such other Financing Agreement (except that any such amendment or other modification shall be given effect in determining the obligations of the Guarantors hereunder),
or by any substitution, release or exchange of collateral for or other guaranty of any of the Guaranteed Obligations (except to the extent that such substitution, release or exchange is not undertaken in accordance with the terms of the Financing
Agreements) without the consent of each Guarantor, or by any priority or preference to which any other obligations of Owner may be entitled over Owner’s obligations under any Trust Indenture and the other Financing Agreements to which Owner is
a party, or by any other circumstance that might otherwise constitute a legal or equitable defense to or discharge of the obligations of a surety or guarantor including, without limitation, any defense arising out of any laws of the United States of
America or of any State thereof which would excuse, discharge, exempt, modify or delay the due or punctual payment and performance of the obligations of the Guarantors hereunder. Without limiting the generality of the foregoing, it is agreed that
the occurrence of any one or more of the following shall not, to the fullest extent permitted by law, affect the liability of the Guarantors hereunder: (a) the extension of the time for or waiver of, at any time or from time to time, without
notice to the Guarantors, Owner’s performance of or compliance with any of its obligations under the Financing Agreements (except that such extension or waiver shall be given effect in determining the obligations of the Guarantors hereunder),
(b) any assignment, transfer, lease or other arrangement by which Owner transfers possession or loses control of the use of any Aircraft, (c) any defect in the title, condition, design, operation or fitness for use of, or damage to or loss
or destruction of, any Aircraft, whether or not due to the fault of Owner, (d) any merger or consolidation of Owner or either Guarantor into or with any other Person, or any sale, transfer, lease or disposal of any of its assets, (e) any
issuance of Series C Equipment Notes or (f) any change in the ownership of any shares of capital stock of Owner. 

  
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 (c) This Guarantee is an absolute, present and continuing guaranty of payment and performance and
not of collection and is in no way conditional or contingent upon any attempt to collect from Owner any unpaid amounts due. The Guarantors specifically agree, to the fullest extent permitted by law, that it shall not be necessary or required, and
that the Guarantors shall not be entitled to require, that any Party (i) file suit or proceed to obtain or assert a claim for personal judgment against Owner for the Guaranteed Obligations, or (ii) make any effort at collection of the
Guaranteed Obligations from Owner, or (iii) foreclose against or seek to realize upon any security now or hereafter existing for the Guaranteed Obligations, including the Collateral (as defined in the Trust Indentures), or (iv) file suit
or proceed to obtain or assert a claim for personal judgment against any other Person liable for the Guaranteed Obligations, or make any effort at collection of the Guaranteed Obligations from any such other Person, or exercise or assert any other
right or remedy to which any Party is or may be entitled in connection with the Guaranteed Obligations or any security or other guaranty therefor, or (v) assert or file any claim against the assets of Owner or any other guarantor or other
Person liable for the Guaranteed Obligations, or any part thereof, before or as a condition of enforcing the liability of the Guarantors under this Guarantee or requiring payment of said Guaranteed Obligations by the Guarantors hereunder, or at any
time thereafter. 
 Section 2. No Implied Third Party Beneficiaries. This Guarantee shall not be deemed to create any right in
any Person except a Party and shall not be construed in any respect to be a contract in whole or in part for the benefit of any other Person. 

Section 3. Waiver; No Set-off; Reinstatement; Subrogation. The Guarantors waive notice of the acceptance of this Guarantee and of
the performance or nonperformance by Owner, demand for payment from Owner or any other Person, notice of nonpayment or failure to perform on the part of Owner, diligence, presentment, protest, dishonor and, to the fullest extent permitted by law,
all other demands or notices whatsoever, other than the request for payment hereunder and notice provided for in Section 1 hereof. The obligations of the Guarantors shall be absolute and unconditional and shall remain in full force and effect
until satisfaction of all Guaranteed Obligations and, without limiting the generality of the foregoing, to the extent not prohibited by applicable law, shall not be released, discharged or otherwise affected by the existence of any claims, set-off,
defense or other rights that the Guarantors may have at any time and from time to time against any Party, whether in connection herewith or any unrelated transactions. This Guarantee shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any Guaranteed Obligation is rescinded or must otherwise be returned by any Party upon the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding
with respect to Owner or otherwise, all as though such payment had not been made. The Guarantor, by virtue of any payment hereunder to a Party, shall be subrogated to such Party’s claim against Owner or any other Person relating thereto;
provided, however, that neither Guarantor shall be entitled to receive payment from Owner in respect of any claim against Owner arising from a payment by such Guarantor in the event of any insolvency, bankruptcy, liquidation,
reorganization or other similar proceedings relating to Owner, or in the event of any proceedings for voluntary liquidation, dissolution or other winding-up of Owner, whether or not involving insolvency or bankruptcy proceedings, in which case the
Guaranteed Obligations shall be paid and performed in full before any payment in respect of a claim by such Guarantor shall be made by or on behalf of Owner. 

  
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 Section 4. Amendments, Etc. No amendment of or supplement to this Guarantee, or
waiver or modification of, or consent under, the terms hereof, shall be effective unless evidenced by an instrument in writing signed by the Guarantors and each Party against whom such amendment, supplement, waiver, modification or consent is to be
enforced. 
 Section 5. Payments. All payments by the Guarantors hereunder in respect of any Obligation shall be made in Dollars
and otherwise as provided in the relevant Trust Indenture, the relevant Participation Agreement or the relevant Equipment Note in which such Guaranteed Obligation is contained. 

Section 6. Integration; Counterparts; Successors and Assigns; Headings. This Guarantee (a) constitutes the entire agreement,
and supersedes all prior agreements and understandings, both written and oral, among the Guarantors and the Parties, with respect to the subject matter hereof, (b) may be executed in several counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument, and (c) shall be binding upon the successors and assigns of the Guarantors and shall inure to the benefit of, and shall be enforceable by, each of the Parties to
the fullest extent permitted by applicable laws. The headings in this Guarantee are for purposes of reference only, and shall not limit or otherwise affect the meanings hereof. 

Section 7. Notices. All requests, notices or other communications hereunder shall be in writing, addressed as follows: 

If to USAG: 
 US Airways Group, Inc. 

4333 Amon Carter Blvd. 
 Fort Worth, Texas 76155 

Attn: Treasurer 
 Facsimile: 817-967-4318 

If to AAG: 
 American Airlines Group Inc. 

4333 Amon Carter Blvd. 
 Fort Worth, Texas 76155 

Attn: Treasurer 
 Facsimile: 817-967-4318 

If to a Party: 
 to the address or telecopy number set forth in
the Participation Agreements 
 All requests, notices or other communications shall be given in the manner, and shall be effective at the
times and under the terms, set forth in Section 12.7 of the Participation Agreements. 
 Section 8. No Waivers. No failure
on the part of any Party to exercise, no delay in exercising, and no course of dealing with respect to, any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any right or remedy hereunder preclude
any other or further exercise of such right or remedy or the exercise of any other right or remedy. 

  
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 Section 9. Severability. To the fullest extent permitted by applicable law, any
provision of this Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or any
provision in any other Operative Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

Section 10. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
(WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW)). THIS GUARANTEE IS BEING DELIVERED IN NEW YORK, NEW YORK. 

Section 11. Consent. By agreeing, acknowledging and consenting to this Guarantee by their signatures below, each Party hereby
consents to the amendment and restatement effected by this Guarantee. 

  
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 IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed as of the day
and year first written above. 
  

			
	US AIRWAYS GROUP, INC.
		
	By:	 	 /s/ Thomas T. Weir

		 	Name: Thomas T. Weir
		 	Title: Vice President & Treasurer
	
	AMERICAN AIRLINES GROUP INC.
		
	By:	 	 /s/ Thomas T. Weir

		 	Name: Thomas T. Weir
		 	Title: Vice President & Treasurer










			
	ACKNOWLEDGED, AGREED AND CONSENTED:
	
	WILMINGTON TRUST COMPANY, as Indenture Trustee
		
	By:	 	 /s/ Robert P. Hines, Jr.

		 	Name: Robert P. Hines, Jr.
		 	Title: Assistant Vice President
	
	WILMINGTON TRUST COMPANY, as Pass Through Trustee
		
	By:	 	 /s/ Robert P. Hines, Jr.

		 	Name: Robert P. Hines, Jr.
		 	Title: Assistant Vice President
	
	WILMINGTON TRUST COMPANY, as Subordination Agent
		
	By:	 	 /s/ Robert P. Hines, Jr.

		 	Name: Robert P. Hines, Jr.
		 	Title: Assistant Vice President


  
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 SCHEDULE I 

TO GUARANTEE 
 PARTIES

 Wilmington Trust Company, as Indenture Trustee 

Wilmington Trust Company, as Pass Through Trustee 
 Wilmington
Trust Company, as Subordination Agent 
  

  
 SCHEDULE I 

Page 1 








 SCHEDULE II 

TO GUARANTEE 

AIRCRAFT 
  

							
	   U.S. Registration Mark  
	  	   MSN #  	  	Aircraft Type	  	Engine Model Type
	 N568UW
	  	5751	  	Airbus A321-231	  	V2533-A5
	 N569UW
	  	5763	  	Airbus A321-231	  	V2533-A5
	 N570UW
	  	5795	  	Airbus A321-231	  	V2533-A5
	 N571UW
	  	5800	  	Airbus A321-231	  	V2533-A5
	 N572UW
	  	5899	  	Airbus A321-231	  	V2533-A5
	 N573UW
	  	5939	  	Airbus A321-231	  	V2533-A5
	 N575UW
	  	5980	  	Airbus A321-231	  	V2533-A5
	 N576UW
	  	6027	  	Airbus A321-231	  	V2533-A5
	 N578UW
	  	6035	  	Airbus A321-231	  	V2533-A5
	 N579UW
	  	TBD	  	Airbus A321-231	  	V2533-A5
	 N580UW
	  	TBD	  	Airbus A321-231	  	V2533-A5
	 N581UW
	  	TBD	  	Airbus A321-231	  	V2533-A5
	 N582UW
	  	TBD	  	Airbus A321-231	  	V2533-A5
	 N583UW
	  	TBD	  	Airbus A321-231	  	V2533-A5
	 N290AY
	  	1480	  	Airbus A330-243	  	Trent 772B-60
	 N291AY
	  	1502	  	Airbus A330-243	  	Trent 772B-60
	 N292AY
	  	1512	  	Airbus A330-243	  	Trent 772B-60
	 N293AY
	  	TBD	  	Airbus A330-243	  	Trent 772B-60

  

  
 SCHEDULE II 

Page 1