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 .pdf copy, which shall be deemed for all purposes to be an
original signature.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
E-2
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed by their respective officers.
AMERICAN AIRLINES, INC.
By:
Name:
Title:
AMERICAN AIRLINES GROUP INC.
By:
Name:
Title:
[OTHER GUARANTORS]
By:
Name:
Title:
[NEW SUBSIDIARY LOAN PARTY]
By:
Name:
Title:
E-3
ACKNOWLEDGED AND ACCEPTED:
CITIBANK, N.A., as Administrative Agent
By:
Name:
Title: CITIBANK, N.A., as Collateral Agent By:
Name:
Title:
E-4
Schedule A
Name of Subsidiary
State or Sovereign Power of Incorporation
[
]
[
]
C-5
EXHIBIT F TO
CREDIT AND GUARANTY AGREEMENT
[FORM OF]
ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance (this "Assignment and Acceptance") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][and][the Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the credit agreement identified below (the "Credit Agreement"),
receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The
Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this
Assignment and Acceptance as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (the "Effective Date") (i) all of
[the Assignor's][the respective Assignors'] rights and obligations in [its
capacity as a Lender][their respective capacities as Lenders] under the Credit
Agreement and the other Loan Documents to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and
obligations of [the Assignor][the respective Assignors] under the respective
facilities identified below and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of
[the Assignor (in its capacity as a Lender)][the respective Assignors (in their
respective capacities as Lenders)] against any person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other Loan
Documents or the loan transactions governed thereby or in any way based on or
related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and