Exhibit 4.1
AMENDMENT NO. 1 TO TAX BENEFIT PRESERVATION PLAN
This Amendment No. 1 to the Tax Benefit Preservation Plan (this “Amendment”) is made and entered into as of
October 31, 2024, by and between American Airlines Group Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (previously known as American Stock Transfer & Trust Company, LLC), as rights agent
(the “Rights Agent”), and amends that certain Tax Benefit Preservation Plan, dated as of December 20, 2021 (the “Plan”), by and between the Company and the Rights Agent. All capitalized terms used but not
defined herein shall have the meanings given to such terms in the Plan.
WHEREAS, the Board of Directors of the Company has
determined it advisable and in the best interests of the Company and its stockholders to amend certain provisions of the Plan;
WHEREAS, no Person (as defined in the Plan) has become an Acquiring Person (as defined in the Plan);
WHEREAS, subject to certain limited exceptions, Section 26 of the Plan provides that the Company may, in its sole and absolute
discretion, and the Rights Agent shall if the Company so directs, amend any provision of the Plan in any respect without the approval of any holders of the Rights or Common Stock;
WHEREAS, this Amendment is permitted by Section 26 of the Plan and the Company desires to amend the Plan as set forth below; and
WHEREAS, pursuant to Section 26 of the Plan, the Company hereby directs that the Plan shall be amended as set forth in this
Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
Section 1. Amendments to Section 7. Section 7 of the Plan is hereby amended as follows:
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a. |
Clause 7.1(i) shall be removed and replaced with the following: |
(i) the close of business on October 29, 2027 (the “Final Expiration Date”),
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b. |
Clause 7.1 (v) shall be removed and replaced with the following: |
(v) the close of business on October 29, 2025, if Stockholder Approval has not been obtained by that date,
Section 2. Amendments to Exhibits.
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a. |
All references to the date of “December 20, 2024” in Exhibit B (the Form of Right Certificate) and
Exhibit C (the Summary of Rights to Purchase Preferred Stock) to the Plan shall hereby be changed to “October 29, 2027”. |
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b. |
All references to the date of “December 20, 2022” in Exhibit B (the Form of Right Certificate) and
Exhibit C (the Summary of Rights to Purchase Preferred Stock) to the Plan shall hereby be changed to “October 29, 2025”. |
Section 3. Amendment to Section 32. The last sentence of Section 32 of the Plan is hereby deleted.
Section 4. Effect of this Amendment. It is the intent of the parties hereto that this Amendment constitutes an amendment of the
Plan as contemplated by Section 26 thereof. This Amendment shall be deemed effective as of the date hereof as if executed by both parties hereto on such date. Except as expressly provided in this Amendment, the terms of the Plan shall remain in
full force and effect.