exv4w3



 







Exhibit 4.3



 

 



GUARANTEE


from


AMERICAN AIRLINES, INC.


as Guarantor


to


WILMINGTON TRUST COMPANY


as Trustee


Dated as of [                    ], 20[    ]



 

 


 









 








GUARANTEE




     This Guarantee (this “Guarantee”) made and entered into as of [                    ], 20[    ], from
AMERICAN AIRLINES, INC., a corporation duly organized and existing under the laws of the State of
Delaware and having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, as
guarantor (the “Guarantor”), to WILMINGTON TRUST COMPANY, as Trustee, a Delaware banking
corporation (the “Trustee”). Defined terms used herein without definition shall have the meanings
given to them in the Indenture, dated as of February 1, 2004, between AMR Corporation, a Delaware
corporation (the “Company”) and the Trustee, as supplemented by [description of Indenture
Supplement] (the “Indenture”).



RECITALS




     The Guarantor is the wholly owned subsidiary of the Company and has duly authorized the
execution and delivery of this Guarantee to provide for the guarantee by the Guarantor for the
benefit of the Holders of [description of Securities (the “Securities”)] issued pursuant to the
Indenture.



     For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, the Guarantor does hereby covenant and agree as follows for the equal and ratable benefit
of the Holders of the Securities:



ARTICLE I




REPRESENTATIONS AND WARRANTIES OF GUARANTOR




     SECTION 1.1 Guarantor Representations and Warranties. The Guarantor does hereby
represent and warrant that: it is a corporation duly incorporated and in good standing under the
laws of the State of Delaware; it has the power to enter into and perform this Guarantee and to own
its corporate property and assets; it has duly authorized the execution and delivery of this
Guarantee by proper corporate action; and neither this Guarantee, nor the authorization, execution,
delivery and performance hereof, nor the performance of the agreements herein contained nor the
consummation of the transactions herein contemplated will violate in any material respect any
provision of law, any order of any court or agency of government or any agreement, indenture or
other instrument to which the Guarantor is a party or by which it or its property is bound, or in
any material respect be in conflict with or result in a breach of or constitute a default under any
indenture, agreement or other instrument or any provision of its certificate of incorporation,
bylaws or any requirement of law. This Guarantee constitutes the legal, valid and binding
obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except
as the enforceability hereof may be limited by applicable bankruptcy, insolvency,



2









 







reorganization, moratorium or similar laws affecting the rights of creditors generally and by
general equitable principles.



ARTICLE II




GUARANTEE OF OBLIGATIONS




     SECTION 2.1 Obligations Guaranteed. The Guarantor hereby unconditionally guarantees:
(a) to each Holder of a Security authenticated and delivered by the Trustee or Authenticating
Agent, (i) the full and prompt payment of the principal of and premium, if any, and interest on,
and any Redemption Price with respect to, such Security, when and as the same shall become due and
payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise,
all in accordance with the terms of such Security and the Indenture and (ii) the full and prompt
payment of interest on the overdue principal and interest, if any, on such Security, at the rate
specified in the Indenture but only to the extent lawful; and (b) to the Trustee the full and
prompt payment upon written demand therefor of all amounts due it in accordance with the terms of
the Indenture. If for any reason the Company shall fail punctually to pay any such principal,
premium, interest or Redemption Price, the Guarantor hereby agrees to cause any such payment to be
made punctually when and as the same shall become due and payable, whether at the stated maturity
thereof, by acceleration, call for redemption or otherwise. All payments by the Guarantor hereunder
shall be paid in lawful money of the United States of America.



     SECTION 2.2 Obligations Unconditional. The obligations of the Guarantor under this
Guarantee shall be absolute, unconditional and irrevocable and shall constitute a continuing and
present guarantee of payment and not of collectability. Such obligations shall remain in full force
and effect until this Guarantee shall terminate in accordance with the provisions of Section 5.1
hereof, and, to the maximum extent permitted by applicable law, such obligations shall not be
affected, modified, released or impaired by any state of facts or the happening from time to time
of any event, including, without limitation, any of the following, whether or not with notice to,
or the consent of, the Guarantor:




     (a) the waiver, compromise, settlement, release or termination of any or all of the
obligations, covenants or agreements of the Company contained in the Securities or the Indenture,
or of the payment, performance or observance thereof;




     (b) the failure to give notice to the Guarantor of the occurrence of any default or an Event
of Default under the terms and provisions of the Securities or the Indenture;




     (c) the assignment or purported assignment of any of the obligations, covenants and
agreements contained in this Guarantee;



3









 






     (d) the extension of the time for payment of any principal of, premium, if any, or interest
on, or any Redemption Price with respect to the Securities or of the time for performance of any
obligations, covenants or agreements under or arising out of the Securities or the Indenture or
the extension or the renewal of any thereof;




     (e) the modification or amendment (whether material or otherwise) of any obligation,
covenant or agreement set forth in the Securities or the Indenture;




     (f) the taking or the omission to take any of the actions referred to in this Guarantee or
in the Indenture;




     (g) any failure, omission or delay on the part of, or the inability of, the Trustee or the
Holders of the Securities for any reason to enforce, assert or exercise any right, power or
remedy conferred on the Trustee, such Holders or any other person in this Guarantee or in the
Indenture;




     (h) the voluntary or involuntary liquidation, dissolution, merger, consolidation, sale or
other disposition of all or substantially all the assets, marshaling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition with creditors or readjustment of, or other similar proceedings
affecting the Company or any or all of its assets, or any allegation or contest of the validity
of the Securities or the Indenture or the disaffirmance of the Securities or the Indenture in any
such proceeding; it being specifically understood, consented and agreed to, to the maximum extent
permitted by applicable law, that this Guarantee shall remain and continue in full force and
effect and shall be enforceable against the Guarantor to the same extent and with the same force
and effect as if such proceedings had not been instituted, and it is the intent and purpose of
this Guarantee that the Guarantor shall and does hereby waive, to the maximum extent permitted by
applicable law, all rights and benefits which might accrue to the Guarantor by reason of any such
proceedings;




     (i) any event or action that would, in the absence of this clause, result in the release or
discharge by operation of law of the Guarantor from the performance or observance of any
obligation, covenant or agreement contained in this Guarantee;




     (j) the default or failure of the Guarantor fully to perform any of its obligations set
forth in this Guarantee;




     (k) the release, substitution or replacement of any security pledged for the benefit of the
Holders of the Securities under the Indenture;



4









 






     (l) the disposition by the Guarantor of any or all of its interest in any capital stock of
the Company, or any change, restructuring or termination of the corporate structure, ownership,
corporate existence or any rights or franchises of the Company;




     (m) any other circumstances which might otherwise constitute a legal or equitable discharge
or defense of a surety or a guarantor; or




     (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.



     SECTION 2.3 No Waiver or Set-Off. The Guarantor agrees that, to the maximum extent
permitted by law: (a) no act of commission or omission of any kind or at any time on the part of
the Trustee or any Holder of the Securities, or their successors and assigns, in respect of any
matter whatsoever shall in any way impair the rights of the Trustee or such Holders to enforce any
right, power or benefit under this Guarantee; and (b) no set-off, counterclaim, reduction, or
diminution of any obligation, or any defense of any kind or nature (other than performance), which
the Guarantor or the Company has or may have against the Trustee or such Holders or any assignee or
successor thereof shall be available hereunder to the Guarantor.



     SECTION 2.4 Waiver of Notice; Expenses. The Guarantor hereby expressly waives notice
from the Trustee or the Holders of the Securities of their acceptance and reliance on this
Guarantee. The Guarantor further waives, to the maximum extent permitted by law, any right that it
may have: (a) to require the Trustee or the Holders of the Securities to take action or otherwise
proceed against the Company; (b) to require the Trustee or the Holders of the Securities to proceed
against or exhaust any security pledged for the benefit of the Holders of the Securities under the
Indenture; or (c) to require the Trustee or the Holders of the Securities otherwise to enforce,
assert or exercise any other right, power or remedy that may be available to the Trustee or such
Holders. The Guarantor agrees to pay all costs, expenses and fees, including all reasonable
attorneys’ fees and expenses, that may be incurred by the Trustee in enforcing or attempting to
enforce this Guarantee or protecting the rights of the Trustee or the Holders of the Securities
following any default on the part of the Guarantor hereunder, whether the same shall be enforced by
suit or otherwise.



     SECTION 2.5 Subrogation of Guarantor; Subordination. Notwithstanding any payment or
payments made by the Guarantor, the Guarantor agrees that it will not enforce, by reason of
subrogation, contribution, indemnity or otherwise, any rights the Trustee or the Holders of the
Securities may have against the Company until all of the Securities guaranteed hereby shall have
been finally, indefeasibly and unconditionally paid in full. Any claim of the Guarantor against the
Company arising from payments made by the Guarantor by reason of this Guarantee shall be in all
respects subordinated to the final,



5









 







indefeasible, unconditional, full and complete payment or discharge of all of the Securities
guaranteed hereby.



     SECTION 2.6 Reinstatement. This Guarantee shall continue to be effective, or be
automatically reinstated, as the case may be, if at any time payment, or any part thereof, made by
or on behalf of the Company or the Guarantor in respect of any of the Securities is rescinded or
must otherwise be restored or returned by the Trustee or any Holder of such Securities for any
reason whatsoever, whether upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Company, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for the Company or any substantial part of its
properties, or otherwise, all as though such payment had not been made.



     SECTION 2.7 Rights of Holders. The Guarantor expressly acknowledges that: (a) this
Guarantee will be deposited with the Trustee to be held for the benefits of the Holders of the
Securities; (b) the Trustee has the right to enforce this Guarantee on behalf of the Holders of the
Securities; (c) the Holders of a majority in aggregate principal amount of the Outstanding
Securities (voting as a class) shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on it with respect to this Guarantee, or to waive any default hereunder and its
consequences (other than a default in any payment required hereunder); provided, however, that (i)
the Trustee may refuse to follow any direction that conflicts with law or this Guarantee, (ii) the
Trustee may refuse to follow any direction that is unduly prejudicial to the rights of the Holders
of the Securities not consenting, or that would in the good faith judgment of the Trustee have a
substantial likelihood of involving the Trustee in personal liability and (iii) the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent with such direction;
and (d) notwithstanding anything herein to the contrary, any Holder of a Security shall have the
right to institute any proceeding, judicial or otherwise, to enforce its rights under this
Guarantee without first instituting a legal proceeding against the Trustee, the Company or any
other Person.



ARTICLE III




COVENANTS OF THE GUARANTOR




     [SECTION 3.1 Consolidation or Merger of the Guarantor. The Guarantor may merge or consolidate
with or into any other Person or sell, convey, transfer or otherwise dispose of all or
substantially all of its assets to any Person, if: (a) (i) in the case of a merger or
consolidation, the Guarantor is the surviving Person or (ii) in the case of a merger or
consolidation where the Guarantor is not the surviving Person and in the case of any such sale,
conveyance, transfer or other disposition, the resulting, surviving or transferee Person is
organized and existing under the laws of the United States or a State thereof and such Person
expressly assumes by supplemental agreement all the



6









 







obligations of the Guarantor under this Guarantee; and (b) the Guarantor shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such merger,
consolidation, sale, conveyance, transfer or other disposition complies with this Section and that
all conditions precedent herein provided for relating to such transaction have been complied with.
In the event of the assumption by a successor Person of the obligations of the Guarantor as
provided in clause (a)(ii) of the immediately preceding sentence, such successor Person shall
succeed to and be substituted for the Guarantor hereunder and all such obligations of the Guarantor
shall terminate.



     SECTION 3.2 Reports by the Guarantor. During the term hereof, the Guarantor
covenants:




     (a) to file with the Trustee, within 30 days after the Guarantor is required to file the
same with the Securities and Exchange Commission (the “Commission”), copies of the annual reports
and of the information, documents and other reports (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and regulations prescribe) which the
Guarantor may be required to file with the Commission pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934, as amended; or, if the Guarantor is not required to file
information, documents or reports pursuant to either of such sections, then to file with the
Trustee and the Commission, in accordance with rules and regulations prescribed from time to time
by the Commission pursuant to Section 314(a) of the Trust Indenture Act of 1939, as amended (the
“Trust Indenture Act”), such of the supplementary and periodic information, documents and reports
which may be required pursuant to section 13 of the Securities Exchange Act of 1934, as amended,
in respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;




     (b) to file with the Trustee and the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission pursuant to Section 314(a) of the
Trust Indenture Act such additional information, documents and reports with respect to compliance
by the Guarantor with the conditions and covenants provided for in this Guarantee and the
Indenture, as may be required from time to time by such rules and regulations;




     (c) to transmit to all Holders of the Securities within 30 days after the filing thereof
with the Trustee, in the manner and to the extent provided in section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and reports required to be filed by
the Guarantor pursuant to subsections (a) and (b) of this Section 3.2, as may be required by
rules and regulations prescribed from time to time by the Commission pursuant to Section 314(a)
of the Trust Indenture Act; and




     (d) to deliver to the Trustee, within 120 days after the end of each fiscal year of the
Guarantor, a brief certificate from the principal executive officer, principal



7









 







financial officer, or principal accounting officer as to his or her knowledge of the
Guarantor’s compliance with all conditions and covenants under this Guarantee. For purposes of
this Section 3.2, such compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Guarantee.][Delete if comparable provisions are
included in applicable Indenture Supplement.]



ARTICLE IV




NOTICES




     SECTION 4.1 Notices. All notices required under the terms and conditions of this
Guarantee shall be in writing and in English, and any such notice may be given by United States
mail, courier service or facsimile or any other customary means of communication, and any such
notice shall be effective when delivered (or, if delivered by facsimile, upon completion of
transmission and confirmation by the sender (by a telephone call to a representative of the
recipient or by machine confirmation) that such transmission was received), to the Guarantor
addressed to it at American Airlines, Inc., MD 5566, P.O. Box 619616, Dallas/Fort Worth Airport,
Texas 75261-9616, Attention: Treasurer. The Guarantor, by notice to the Trustee, may designate
additional or different addresses for subsequent notices or communications.



ARTICLE V




MISCELLANEOUS




     SECTION 5.1 Effective Date; Termination. The obligations of the Guarantor hereunder
shall arise absolutely and unconditionally upon the date of the initial delivery of and
authentication of the Securities. Subject to Section 2.6, this Guarantee shall terminate on such
date as the Indenture is discharged and satisfied as to the Securities.



     SECTION 5.2 Evidence of Compliance with Conditions Precedent.
The Guarantor shall provide the Trustee with such evidence of compliance with such conditions
precedent, if any, provided for in this Guarantee that relate to the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) may be given in the form of an [Officer’s Certificate].



8









 





     SECTION 5.3 Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Trustee or Holders of the Securities is intended to be exclusive of any other available remedy
or remedies, but, to the maximum extent permitted by law, each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this Guarantee or now or
hereafter existing at law or in equity. No delay or omission to exercise any right or power
accruing upon any default, omission or failure of performance hereunder shall impair any such right
or power or shall be construed to be a waiver thereof, but any such right or power may be exercised
from time to time and as often as may be deemed expedient. In order to entitle the Trustee and
Holders of the Securities to exercise any remedy reserved to them in this Guarantee, to the maximum
extent permitted by applicable law, it shall not be necessary to give any notice. In the event any
provision contained in this Guarantee should be breached, and thereafter duly waived, such waiver
shall be limited to the particular breach so waived and shall not be deemed to waive any other
breach hereunder. To the maximum extent permitted by applicable law, no waiver, amendment, release
or modification of this Guarantee shall be established by conduct, custom or course of dealing, but
solely by an instrument in writing duly executed by the parties to this Guarantee.



     SECTION 5.4 Limitation of Guarantor’s Liability. Any term or provision of this
Guarantee notwithstanding, the maximum aggregate amount of the obligations guaranteed hereunder by
the Guarantor shall not exceed the maximum amount that can be hereby guaranteed by the Guarantor
without rendering this Guarantee void or voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.



     SECTION 5.5 Entire Agreement; Counterparts; Successors and Assigns. This Guarantee
constitutes the entire agreement, and supersedes all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof and may be executed
simultaneously in several counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. To the maximum extent permitted by
applicable law, this Guarantee shall be binding upon the successors and permitted assigns of the
Guarantor and shall inure to the benefit of, and shall be enforceable by, each of the Holders and
the Trustee and its respective successors and permitted assigns.



     SECTION 5.6 Severability. To the maximum extent permitted by applicable law, any
provision of this Guarantee which 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, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



9









 





     SECTION 5.7 Governing Law. THIS GUARANTEE HAS BEEN DELIVERED IN THE STATE OF NEW YORK
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. This Guarantee
is subject to the Trust Indenture Act, and if any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act that is required by the Trust Indenture Act to be a
part of and govern this Guarantee, the latter provision shall control. If any provision of this
Guarantee modifies or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Guarantee as so modified, or to be
excluded, as the case may be, whether or not such provision of this Guarantee refers expressly to
such provision of the Trust Indenture Act.



     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed in its corporate
name, as of the date first above written.



	 	 	 	 	 
	 	AMERICAN AIRLINES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




10