ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.




Amendment to Treasury Loan Agreement
On October 21, 2020 (the "Amendment Date"), American Airlines, Inc. ("American")
and American Airlines Group Inc., American's parent corporation ("AAG" and,
together with American, the "Companies"), entered into a Restatement Agreement,
dated as of the Amendment Date (the "Restatement Agreement"), to the Loan and
Guarantee Agreement, dated as of September 25, 2020 (the "Original Loan
Agreement" and as amended and restated by the Restatement Agreement, the "Loan
Agreement"), among American, as the borrower, AAG, as guarantor, the other
guarantors party thereto from time to time, the United States Department of the
Treasury (the "Treasury"), as lender, and the Bank of New York Mellon, as
administrative agent and collateral agent. The Loan Agreement provides for a
secured term loan facility (the "Facility"), which permits American to borrow up
to $7,500 million, representing an increase of $2,023 million beyond the $5,477
million of commitment under the Facility as of the date of execution of the
Original Loan Agreement. On September 25, 2020, American borrowed $550 million,
which currently accrues interest at the rate of 3.73% through September 15,
2021, at which time the interest rate will reset according to the formula set
forth in the Loan Agreement. No additional borrowing was made by American on the
Amendment Date in connection with the entry into the Restatement Agreement.
In connection with its entry into the Original Loan Agreement, AAG entered into
a warrant agreement (the "Warrant Agreement") with Treasury pursuant to which
AAG agreed to issue warrants (each a "Warrant" and, collectively, the
"Warrants") to Treasury to purchase up to an aggregate of 43,780,975 shares (the
"Warrant Shares") of AAG's common stock, par value $0.01 per share, based on a
commitment of $5,477 million under the Facility as of the date of execution of
the Original Loan Agreement. Upon entry into the Restatement Agreement, Warrants
to purchase up to 59,952,038 Warrant Shares became issuable by AAG to Treasury
pursuant to the Warrant Agreement based on the increased commitment of $7,500
million under the Facility as of the Amendment Date. Of such Warrants to
purchase 59,952,038 Warrant Shares, AAG issued a Warrant to purchase 4,396,483
Warrant Shares on September 25, 2020 in connection with the borrowing of $550
million described above. On the date of each additional borrowing under the Loan
Agreement, AAG will issue to Treasury an additional Warrant proportionate with
the amount borrowed (i.e, an additional Warrant for a number of shares of AAG's
common stock equal to (a) 10% of such borrowing, divided by (b) the exercise
price of $12.51 per Warrant Share).
The other material terms of the Loan Agreement and the Warrant Agreement,
including the terms of the issuance of the Warrants, remain effective as
described in Current Report on   Form 8-K   of American and AAG filed on
September 25, 2020.
At the Market Offering
On October 22, 2020, AAG entered into an equity distribution agreement (the
"Distribution Agreement") with Goldman Sachs & Co. LLC, Credit Suisse Securities
(USA) LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and BNP
Paribas Securities Corp. (collectively, the "Managers"), relating to the
issuance and sale from time to time by AAG (the "ATM Offering"), through the
Managers, of shares of AAG's common stock having an aggregate gross sales price
of up to $1,000,000,000 (the "ATM Shares"). Sales of the ATM Shares, if any,
under the Distribution Agreement may be made in ordinary brokers' transactions,
to or through a market maker, on or through The Nasdaq Global Select Market, the
existing trading market for AAG's common stock, or any other market venue where
AAG's common stock may be traded, in the
over-the-counter
market, in privately negotiated transactions, or through a combination of any
such methods of sale. The Managers may also sell AAG's common stock by any other
method permitted by law.
Under the terms of the Distribution Agreement, AAG may also sell ATM Shares to
any Manager, as principal for its own account, including a block trade, at a
price agreed upon at the time of sale. If AAG sells ATM Shares to a Manager as
principal, AAG will enter into a separate terms agreement with such Manager and
will describe any such agreement in a separate prospectus supplement or pricing
supplement.
The Distribution Agreement includes customary representations, warranties and
covenants by AAG and customary obligations of the parties and termination
provisions. AAG has agreed to indemnify the Managers against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"), or to contribute to payments the Managers may be
required to make with respect to any of those liabilities. Under the terms of
the Distribution Agreement, AAG will pay the Managers a commission of up to 1.0%
of the gross sales price of any ATM Shares sold.
The ATM Shares to be sold under the Distribution Agreement, if any, will be
issued and sold pursuant to the prospectus forming a part of AAG's shelf
registration statement on Form
S-3
(File
No. 333-236503),
which became effective upon filing by AAG with the Securities and Exchange
Commission on February 19, 2020, and a prospectus supplement dated October 22,
2020 related thereto. AAG plans to use the net proceeds from any sales of ATM
Shares pursuant to the Distribution Agreement for general corporate purposes and
to enhance its liquidity position.
The offering of common stock pursuant to the Distribution Agreement will
terminate upon the earliest of (1) the sale of all ATM Shares subject to the
Distribution Agreement, (2) the termination of the Distribution Agreement by AAG
. . .

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER


           AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.


The information provided in Item 1.01 under the caption "Amendment to Treasury
Loan Agreement" is incorporated herein by reference to the extent responsive to
Item 2.03.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.




The information provided in Item 1.01 under the caption "Amendment to Treasury
Loan Agreement" is incorporated herein by reference to the extent responsive to
Item 3.02.

ITEM 7.01. REGULATION FD DISCLOSURE.




On October 22, 2020, AAG released the below information solely to provide
exemplar dilution calculations under certain specified circumstances, including
(a) various prices per share of AAG's common stock and (b) that the commitment
of $7,500 million available under the Facility is borrowed in full. These
assumptions are not intended to constitute a forecast or other projection
regarding future share prices or the amount that may be borrowed under the
Facility.

                                   Number of                   Illustrative

Incremental Shares to be Issued


                                    Warrants                          Upon Exercise of All Warrants
Assumed price per share                             $      15.00      $      20.00      $      25.00      $      50.00
Warrants issued in connection
with the Payroll Support
Program
1 2                                 14,107,509         2,341,846         5,283,262         7,048,111        10,577,810
Warrants issued in connection
with the Loan Agreement
1 2                                  4,396,483           729,816         1,646,483         2,196,483         3,296,483
Warrants issuable in
connection with the Loan
Agreement
1 3                                 55,555,555         9,222,222        20,805,555        27,755,555        41,655,555
Total                               74,059,547        12,293,885        27,735,300        37,000,150        55,529,848

(amounts may not recalculate due to rounding)

1 All warrants issued or issuable in the future to Treasury have a strike price


    of $12.51 per share (subject to adjustment as provided in the relevant
    warrant agreements).

2 As of September 30, 2020, AAG had issued 14,107,509 warrants in connection

with the Payroll Support Program and 4,396,483 warrants in connection with

the Loan Agreement.

3 If American draws the full $7,500 million principal amount of the Facility,

AAG would issue 55,555,555 additional warrants.




The information in this Item 7.01 is being furnished and shall not be deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
Section and shall not be deemed incorporated by reference into any registration
statement or other document filed pursuant to the Securities Act, except as
shall be expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
Certain of the statements contained in this report should be considered
forward-looking statements within the meaning of the Securities Act, the
Exchange Act, and the Private Securities Litigation Reform Act of 1995. These
forward-looking statements may be identified by words such as "may," "will,"
"expect," "intend," "anticipate," "believe," "estimate," "plan," "project,"
"could," "should," "would," "continue," "seek," "target," "guidance," "outlook,"
"if current trends continue," "optimistic," "forecast" and other similar words.
Such statements include, but are not limited to, statements about the Companies'
plans, objectives, expectations, intentions, estimates and strategies for the
future, and other statements that are not historical facts. These
forward-looking statements are based on the Companies' current objectives,
beliefs and expectations, and they are subject to significant risks and
uncertainties that may cause actual results and financial position and timing of
certain events to differ materially from the information in the forward-looking
statements. These risks and uncertainties include, but are not limited to, those
set forth in the Companies' Quarterly Report on Form
10-Q
for the nine months ended September 30, 2020 (especially in Part I, Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Part II, Item 1A. Risk Factors), and other risks and
uncertainties listed from time to time in the Companies' other filings with the
Securities and Exchange Commission. There may be other factors of which the
Companies are not currently aware that may affect matters discussed in the
forward-looking statements and may also cause actual results to differ
materially from those discussed. In particular, the consequences of the
coronavirus outbreak to economic conditions and the travel industry in general
and the financial position and operating results of the Companies in particular
have been material, are changing rapidly, and cannot be predicted. The Companies
do not assume any obligation to publicly update or supplement any
forward-looking statement to reflect actual results, changes in assumptions or
changes in other factors affecting these forward-looking statements other than
as required by law. Any forward-looking statements speak only as of the date
hereof or as of the dates indicated in the statement.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.




(d) Exhibits.

Exhibit
  No.                                    Description

  1.1         Equity Distribution Agreement, dated October 22, 2020, by and among
            American Airlines Group Inc. and Goldman Sachs & Co. LLC, Credit
            Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Morgan
            Stanley & Co. LLC and BNP Paribas Securities Corp.

  5.1         Opinion of Latham & Watkins LLP.

 23.1         Consent of Latham & Watkins LLP (included in its opinion filed as
            Exhibit 5.1).

104.1       Cover page interactive data file (embedded within the Inline XBRL
            document).

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