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American Airlines, Inc. (“Americanâ€), as the borrower, and AMR Corporation (“AMRâ€), as guarantor, previously entered into an Amended and Restated Credit Agreement (the “Credit Agreement"), dated as of March 27, 2006, with Citicorp USA, Inc., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and a syndicate of lenders arranged by Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and joint book-running managers. The loan facilities under the Credit Agreement consist of an undrawn $255 million secured revolving credit facility with a final maturity on June 17, 2009 and a fully drawn $439 million secured term loan facility with a final maturity on December 17, 2010.
The Credit Agreement contains a covenant (the “EBITDAR Covenantâ€) requiring AMR to maintain, for specified periods, a minimum ratio of cash flow (defined as consolidated net income, before dividends, interest expense (less capitalized interest), income taxes, depreciation and amortization and rentals, adjusted for certain gains or losses and non-cash items) to fixed charges (comprising interest expense (less capitalized interest) and rentals). The minimum ratios for the four quarter periods ending as of specified dates are currently as set forth below:
Four Quarter Period Ending Minimum Ratio
June 30, 2008 1.40:1.00
September 30, 2008 1.40:1.00
December 31, 2008 1.40:1.00
March 31, 2009 1.40:1.00
June 30, 2009 (and each
fiscal quarter thereafter) 1.50:1.00
American and AMR have obtained the approval by the requisite lenders of an amendment to the Credit Agreement (the “Amendmentâ€), pursuant to which (1) compliance with the EBITDAR Covenant will be irrevocably waived for all periods ending on any date from (and including) June 30, 2008 through March 31, 2009 and (2) the EBITDAR Covenant will be amended to provide that thereafter, AMR will be required to maintain, for each period specified below, a ratio of cash flow to fixed charges of not less than the amount specified below for such period.
Period Minimum Ratio
Quarter ending June 30, 2009 0.90:1.00
Two quarters ending September 30, 2009 0.95:1.00
Three quarters ending December 31, 2009 1.00:1.00
Four quarters ending March 31, 2010 1.05:1.00
Four quarters ending June 30, 2010 1.10:1.00
Four quarters ending September 30, 2010 1.15:1.00
No other changes to the Credit Agreement will be effected by the Amendment. American will pay certain fees to the lenders under the Credit Agreement in connection with obtaining the Amendment. Effectiveness of the Amendment is subject to the satisfaction of certain conditions, and American and AMR expect that these conditions will be satisfied and the Amendment will become effective May 15, 2008.
FULL 8K Filing
______________________________________________________________________
From the Star Telegram:
MAY 14, 2008
AMR gets relief on loan restrictions
In a move that's clearly anticipating rough time ahead, AMR Corp. and American Airlines has gotten a waiver on cash flow restrictions covering nearly $700 million in loans arranged by Citicorp and J.P. Morgan Chase.
Under the restrictions of the 2006 loan, American had been required to maintain cash flow about equal to 140 percent of certain fixed charges. In an SEC filing Wednesday, AMR reported that the lenders have waived that condition until March 31, 2009, and added a new cash flow requirement therafter that will be easier to meet.
It suggests that AMR may have been in violation of the loan requirements during the second quarter, or believes it would be in the near future. Breaking those conditions could have put AMR in default of its debt, which may have spurred a bankruptcy filing.
STAR TELEGRAM Posting
The Credit Agreement contains a covenant (the “EBITDAR Covenantâ€) requiring AMR to maintain, for specified periods, a minimum ratio of cash flow (defined as consolidated net income, before dividends, interest expense (less capitalized interest), income taxes, depreciation and amortization and rentals, adjusted for certain gains or losses and non-cash items) to fixed charges (comprising interest expense (less capitalized interest) and rentals). The minimum ratios for the four quarter periods ending as of specified dates are currently as set forth below:
Four Quarter Period Ending Minimum Ratio
June 30, 2008 1.40:1.00
September 30, 2008 1.40:1.00
December 31, 2008 1.40:1.00
March 31, 2009 1.40:1.00
June 30, 2009 (and each
fiscal quarter thereafter) 1.50:1.00
American and AMR have obtained the approval by the requisite lenders of an amendment to the Credit Agreement (the “Amendmentâ€), pursuant to which (1) compliance with the EBITDAR Covenant will be irrevocably waived for all periods ending on any date from (and including) June 30, 2008 through March 31, 2009 and (2) the EBITDAR Covenant will be amended to provide that thereafter, AMR will be required to maintain, for each period specified below, a ratio of cash flow to fixed charges of not less than the amount specified below for such period.
Period Minimum Ratio
Quarter ending June 30, 2009 0.90:1.00
Two quarters ending September 30, 2009 0.95:1.00
Three quarters ending December 31, 2009 1.00:1.00
Four quarters ending March 31, 2010 1.05:1.00
Four quarters ending June 30, 2010 1.10:1.00
Four quarters ending September 30, 2010 1.15:1.00
No other changes to the Credit Agreement will be effected by the Amendment. American will pay certain fees to the lenders under the Credit Agreement in connection with obtaining the Amendment. Effectiveness of the Amendment is subject to the satisfaction of certain conditions, and American and AMR expect that these conditions will be satisfied and the Amendment will become effective May 15, 2008.
FULL 8K Filing
______________________________________________________________________
From the Star Telegram:
MAY 14, 2008
AMR gets relief on loan restrictions
In a move that's clearly anticipating rough time ahead, AMR Corp. and American Airlines has gotten a waiver on cash flow restrictions covering nearly $700 million in loans arranged by Citicorp and J.P. Morgan Chase.
Under the restrictions of the 2006 loan, American had been required to maintain cash flow about equal to 140 percent of certain fixed charges. In an SEC filing Wednesday, AMR reported that the lenders have waived that condition until March 31, 2009, and added a new cash flow requirement therafter that will be easier to meet.
It suggests that AMR may have been in violation of the loan requirements during the second quarter, or believes it would be in the near future. Breaking those conditions could have put AMR in default of its debt, which may have spurred a bankruptcy filing.
STAR TELEGRAM Posting