American Airlines 2012 Annual Report Download - page 4

trading days ending on the last trading day immediately prior to the date of termination is less than $10.40. Termination of the Support Agreement would give
the Consenting Creditors the right to withdraw their support of the Plan.
As described in the Term Sheet, the Plan implements the Merger, incorporates a compromise and settlement of certain intercreditor and intercompany claim
issues, and is to contain the following provisions relating to the treatment of prepetition unsecured claims against the Debtors and equity interests in AMR:
•Unless they elect to receive alternative treatment, holders of prepetition unsecured claims against AMR or American that also are guaranteed by either
such company (Double-Dip Unsecured Claims) will receive shares of preferred stock of New American (the New American Preferred Stock) that will
be mandatorily convertible into shares of New American Common Stock on each of the 30th, 60th, 90th and 120th day after the effective date of the
Plan. Upon the conversion of the New American Preferred Stock on the 120th day after the effective date of the Plan, all New American Preferred
Stock will have been converted to New American Common Stock and no New American Preferred Stock will remain outstanding. The conversion
price of the New American Preferred Stock will vary on each conversion date, based on the volume weighted average price of the shares of the New
American Common Stock on the five trading days immediately preceding each conversion date, at a 3.5% discount, subject to a cap and a floor
price. The New American Preferred Stock allocable to the Double-Dip Unsecured Claims will have a face amount equal to the allowed amount of their
claims, including post-petition interest at the non-default rate;
•Holders of prepetition unsecured claims that are not Double-Dip Unsecured Claims (and holders of Double-Dip Unsecured Claims that elect to
receive such treatment) will receive shares of New American Preferred Stock, as well as shares of New American Common Stock;
•Holders of existing AMR equity interests (including stock, warrants, restricted stock units and options) will receive a distribution of shares of New
American Common Stock representing 3.5% of the total number of shares of New American Common Stock (on an as-converted basis) in addition
to the potential to receive shares of New American Common Stock above such amount; and
•The satisfaction of certain labor-related claims through the allocation to such claims of shares of New American Common Stock representing 23.6%
of the total number of such shares of New American Common Stock ultimately distributed to holders of prepetition general unsecured creditors
against the Debtors.
In each case, the distributions made to each of the foregoing stakeholders will be adjusted to take into account any reserves made for disputed claims under the
Plan.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The
proposed merger transaction between AMR and US Airways will be submitted to the stockholders of US Airways for their consideration. AMR expects to file
with the SEC a registration statement on Form S-4 that will include a prospectus of AMR and a proxy statement of US Airways, and US Airways expects to
file with the SEC a definitive proxy statement on Schedule 14A. AMR and US Airways also plan to file other documents with the SEC regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF US AIRWAYS ARE URGED TO READ THE PROXY STATEMENT, PROSPECTUS AND
OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain free copies of the proxy statement, prospectus and other documents containing important information about AMR and US
Airways, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by US Airways, when and if available, can be obtained free of charge on US Airways’ website at www.usairways.com or by directing a written
request to US Airways Group, Inc., 111 West Rio Salado Parkway, Tempe, Arizona 85281, Attention: Vice President, Legal Affairs. Copies of the documents
filed with the SEC by AMR, when and if available, can be obtained free of charge on AMR’s website at www.aa.com or by directing a written request to AMR
Corporation, P.O. Box 619616, MD 5675, Dallas/Fort Worth International Airport, Texas 75261-9616, Attention: Investor Relations or by emailing
[e-mail].
US Airways, AMR and certain of their respective directors, executive officers and certain members of management may be deemed to be participants in the
solicitation of proxies from the stockholders of US Airways in connection with the proposed transaction. Information about the directors and executive officers
of US Airways is set forth in its proxy statement for its 2012 annual meeting of stockholders, which was filed with the SEC on April 27, 2012. Information
about the directors and executive officers of AMR is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed
with the SEC on February 15, 2012. These documents can be obtained free of charge from the sources indicated above. Other information regarding
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