Obligation American Airlines 5% ( USU0242AAC63 ) en USD

American Airlines

100 % ▲

Etats-unis

USU0242AAC63 ( en USD )

5% par an ( paiement semestriel )

01/06/2022 - Obligation échue

Prospectus brochure de l'obligation American Airlines USU0242AAC63 en USD 5%, échue

2 000 USD

750 000 000 USD

U0242AAC6

CCC ( Ultra spéculatif )

N/A

L'Obligation émise par American Airlines ( Etats-unis ) , en USD, avec le code ISIN USU0242AAC63, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2022
L'Obligation émise par American Airlines ( Etats-unis ) , en USD, avec le code ISIN USU0242AAC63, a été notée CCC ( Ultra spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

EX-4.1
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EX-4.1 2 d728811dex41.htm EX-4.1
Exhibit 4.1
EXECUTION VERSION
AMERICAN AIRLINES GROUP INC.
AND THE GUARANTORS PARTY HERETO FROM TIME TO TIME
5.000% SENIOR NOTES DUE 2022
INDENTURE
Dated as of May 20, 2019
Wilmington Trust, National Association
Trustee
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EX-4.1
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TABLE OF CONTENTS
Page
ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE
Section 1.01
Definitions
1
Section 1.02
Other Definitions
24
Section 1.03
Application of Trust Indenture Act
25
Section 1.04
Rules of Construction
25
ARTICLE 2
THE NOTES
Section 2.01
Form and Dating
25
Section 2.02
Execution and Authentication
26
Section 2.03
Registrar and Paying Agent
27
Section 2.04
Paying Agent to Hold Money in Trust
27
Section 2.05
Holder Lists
27
Section 2.06
Transfer and Exchange
27
Section 2.07
Replacement Notes
37
Section 2.08
Outstanding Notes
37
Section 2.09
Treasury Notes
37
Section 2.10
Temporary Notes
37
Section 2.11
Cancellation
38
Section 2.12
Defaulted Interest
38
Section 2.13
Further Issuances
38
Section 2.14
No Reissuance of Notes
38
ARTICLE 3
REDEMPTION AND PREPAYMENT
Section 3.01
Notice to Trustee
38
Section 3.02
Selection of Notes to Be Redeemed or Purchased
39
Section 3.03
Notice of Redemption
39
Section 3.04
Effect of Notice of Redemption
40
Section 3.05
Deposit of Redemption or Purchase Price
40
Section 3.06
Notes Redeemed or Purchased in Part
40
Section 3.07
Optional Redemption
40
ARTICLE 4
COVENANTS
Section 4.01
Payment of Principal and Interest
41
Section 4.02
Reserved
41
Section 4.03
SEC Reports
41
Section 4.04
Compliance Certificate
41
Section 4.05
Reserved
41
Section 4.06
Stay, Extension and Usury Laws
41
Section 4.07
Restricted Payments
42
Section 4.08
Incurrence of Indebtedness and Issuance of Preferred Stock
46
Section 4.09
Reserved
51
Section 4.10
Offer to Repurchase Upon Change of Control
51
Section 4.11
Designation of Restricted and Unrestricted Subsidiaries
53
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Page
ARTICLE 5
SUCCESSORS
Section 5.01
Merger and Sales of Assets
53
Section 5.02
Successor Corporation Substituted
54
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01
Events of Default
54
Section 6.02
Acceleration
55
Section 6.03
Collection of Indebtedness and Suits for Enforcement by Trustee
56
Section 6.04
Trustee May File Proofs of Claim
56
Section 6.05
Trustee May Enforce Claims Without Possession of Notes
57
Section 6.06
Application of Money Collected
57
Section 6.07
Limitation on Suits
57
Section 6.08
Unconditional Right of Holders to Receive Principal and Interest
58
Section 6.09
Restoration of Rights and Remedies
58
Section 6.10
Rights and Remedies Cumulative
58
Section 6.11
Delay or Omission Not Waiver
58
Section 6.12
Control by Holders
59
Section 6.13
Waiver of Past Defaults
59
Section 6.14
Undertaking for Costs
59
ARTICLE 7
TRUSTEE
Section 7.01
Duties of Trustee
60
Section 7.02
Rights of Trustee
61
Section 7.03
Individual Rights of Trustee
62
Section 7.04
Trustee's Disclaimer
62
Section 7.05
Notice of Defaults
62
Section 7.06
Compensation and Indemnity
62
Section 7.07
Replacement of Trustee
63
Section 7.08
Successor Trustee by Merger, etc.
63
Section 7.09
Eligibility; Disqualification
64
ARTICLE 8
SATISFACTION AND DISCHARGE; DEFEASANCE
Section 8.01
Satisfaction and Discharge of Indenture
64
Section 8.02
Application of Trust Funds; Indemnification
65
Section 8.03
Legal Defeasance of Notes
65
Section 8.04
Covenant Defeasance
66
Section 8.05
Repayment to Company
67
Section 8.06
Reinstatement
67
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01
Without Consent of Holders of Notes
68
Section 9.02
With Consent of Holders of Notes
68
Section 9.03
Revocation and Effect of Consents
69
Section 9.04
Notation on or Exchange of Notes
70
Section 9.05
Trustee Protected
70
ii
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Page
ARTICLE 10.
NOTE GUARANTEES
Section 10.01
Note Guarantees
70
Section 10.02
Right of Contribution
72
Section 10.03
No Subrogation
72
Section 10.04
Limitation of Guarantor's Liability
72
ARTICLE 11
MISCELLANEOUS
Section 11.01
Notices
73
Section 11.02
Certificate and Opinion as to Conditions Precedent
74
Section 11.03
Statements Required in Certificate or Opinion
74
Section 11.04
Rules by Trustee and Agents
75
Section 11.05
No Personal Liability of Directors, Officers, Employees and Stockholders
75
Section 11.06
Governing Law
75
Section 11.07
No Adverse Interpretation of Other Agreements
75
Section 11.08
Successors
75
Section 11.09
Severability
75
Section 11.10
Counterpart Originals
75
Section 11.11
Table of Contents, Headings, etc.
76
Section 11.12
Legal Holidays
76
Section 11.13
U.S.A. Patriot Act
76
Section 11.14
Force Majeure
76
EXHIBITS
Exhibit A
FORM OF NOTE
Exhibit B
FORM OF CERTIFICATE OF TRANSFER
Exhibit C
FORM OF CERTIFICATE OF EXCHANGE
Exhibit D
FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E
FORM OF NOTATION OF GUARANTEE
Exhibit F
FORM OF SUPPLEMENTAL INDENTURE
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EX-4.1
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INDENTURE dated as of May 20, 2019 among American Airlines Group Inc., a Delaware corporation, the Guarantors (as defined herein) and
Wilmington Trust, National Association, a national banking association, as trustee.
The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as
defined herein) of the Company's 5.000% Senior Notes due 2022 (the "Notes"):
ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE
Section 1.01 Definitions.
"144A Global Note" means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to
the outstanding principal amount of the Notes sold in reliance on Rule 144A.
"2013 Credit Agreement" means that certain credit and guaranty agreement, dated as of June 27, 2013, by and among American, as borrower, the
Company, as a guarantor, certain other subsidiaries of the Company, as guarantors, the lenders party thereto from time to time and Deutsche Bank AG
New York Branch, as administrative agent and collateral agent, as amended, restated, modified, renewed, extended, refunded or replaced in any manner
(whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities) in whole or in part from time to time.
"2014 Credit Agreement" means that certain credit and guaranty agreement, dated as of October 10, 2014, by and among American, as borrower,
the Company, as a guarantor, certain other subsidiaries of the Company, as guarantors, the lenders party thereto from time to time and Citibank N.A., as
administrative agent and collateral agent, as amended, restated, modified, renewed, extended, refunded or replaced in any manner (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt securities) in whole or in part from time to time.
"Account" means all "accounts" as defined in the UCC, and all rights to payment for interest (other than with respect to debt and credit card
receivables).
"Acquired Debt" means, with respect to any specified Person:
(1) Indebtedness, Disqualified Stock or preferred stock of any other Person existing at the time such other Person is merged, consolidated or
amalgamated with or into such specified Person, or became a Subsidiary of such specified Person, to the extent such Indebtedness is incurred or
such Disqualified Stock or preferred stock is issued in connection with, or in contemplation of, such other Person merging, consolidating or
amalgamating with or into, or becoming a Subsidiary of, such specified Person; and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
"Additional Notes" means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.02 and subject
to Section 4.08 hereof, as part of the same series as the Initial Notes.
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"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have
correlative meanings. No Person (other than the Company or any Subsidiary of the Company) in whom a Receivables Subsidiary makes an Investment
in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of
such Investment. A specified Person shall not be deemed to control another Person solely because such specified Person has the right to determine the
aircraft flights operated by such other Person under a code sharing, capacity purchase or similar agreement.
"Agent" means any Registrar, co-registrar, Paying Agent or additional paying agent.
"Aircraft Related Equipment" means aircraft (including engines, airframes, propellers and appliances), engines, propellers, spare parts, aircraft
parts, simulators and other training devices, quick engine change kits, passenger loading bridges or other flight or ground equipment and other operating
assets.
"Aircraft Related Facilities" means (i) airport terminal facilities, including without limitation, baggage systems, loading bridges and related
equipment, building, infrastructure and maintenance facilities, tooling facilities, club rooms, apron, fueling systems or facilities, signage/image systems,
administrative offices, information technology systems and security systems, (ii) airline support facilities, including without limitation, cargo, catering,
mail, ground service equipment, ramp control, deicing, hangars, aircraft parts/storage, training, office and reservations facilities and (iii) all equipment
and tooling used in connection with the foregoing.
"Airline/Company Merger" means the merger or consolidation, if any, of the Company with any Subsidiary of the Company.
"Airlines Merger" means the merger, asset transfer, consolidation or any similar transaction involving one or more airline Subsidiaries of the
Company (including, without limitation, any such transaction that results in such Subsidiaries operating under a single operating certificate).
"American" means American Airlines, Inc., a Delaware corporation, or its successor.
"AMR" means AMR Corporation, a Delaware corporation, the predecessor to the Company.
"AMR Merger" means the merger consummated pursuant to the AMR Merger Agreement.
"AMR Merger Agreement" means the Agreement and Plan of Merger, dated as of February 13, 2013, among AMR, AMR Merger Sub, Inc. and
US Airways Group, Inc. as amended from time to time.
"Applicable Procedures" means, with respect to any notice, transfer, exchange, or other transaction for or with respect to beneficial interests in
any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such notice, transfer, exchange or other
transaction.
"April 2016 Credit Agreement" means that certain credit and guaranty agreement, dated as of April 29, 2016, by and among American, as
borrower, the Company, as a guarantor, certain other subsidiaries of the Company, as guarantors, the lenders party thereto from time to time and
Barclays Bank PLC, as administrative agent and collateral agent, as amended, restated, modified, renewed, extended, refunded or replaced in any
manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities) in whole or in part from time to
time.
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"Banking Product Obligations" means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect
of any treasury, depository and cash management services, netting services and automated clearing house transfers of funds services, including
obligations for the payment of fees, interest, charges, expenses, attorneys' fees and disbursements in connection therewith. Treasury, depository and cash
management services, netting services and automated clearing house transfers of funds services include, without limitation: corporate purchasing, fleet
and travel credit card and prepaid card programs, electronic check processing, electronic receipt services, lockbox services, cash consolidation,
concentration, positioning and investing, fraud prevention services, and disbursement services.
"Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.
"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have
beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is
currently exercisable or is exercisable only after the passage of time.
"Board of Directors" means:
(1) with respect to a corporation, the board of directors or other governing body of the corporation or any committee thereof duly authorized
to act on behalf of such board of directors;
(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;
(3) with respect to a limited liability company, the managing member or members, manager or managers or any controlling committee of
managing members or managers thereof; and
(4) with respect to any other Person, the board or committee of such Person serving a similar function.
"Business Day" means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close
in New York City or, with respect to payments, a place of payment.
"Capital Stock" means:
(1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;
(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
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(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt
securities include any right of participation with Capital Stock.
"Cash Equivalents" means, as of the date acquired, purchased or made, as applicable: (i) marketable securities or other obligations (a) issued or
directly and unconditionally guaranteed as to interest and principal by the United States government or (b) issued or unconditionally guaranteed as to
interest and principal by any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United
States, in each case maturing within three years after such date; (ii) direct obligations issued by any state of the United States of America or any political
subdivision of any such state or any instrumentality thereof, in each case maturing within three years after such date and having, at the time of the
acquisition thereof, a rating of at least A- (or the equivalent thereof) from S&P or A3 (or the equivalent thereof) from Moody's; (iii) obligations of
domestic or foreign companies and their subsidiaries (including, without limitation, agencies, sponsored enterprises or instrumentalities chartered by an
Act of Congress, which are not backed by the full faith and credit of the United States), including, without limitation, bills, notes, bonds, debentures, and
mortgage-backed securities; provided that, in each case, the security has a maturity or weighted average life of three years or less from such date;
(iv) investments in commercial paper maturing no more than one year after such date and having, on such date, a rating of at least A-2 from S&P or at
least P-2 from Moody's; (v) certificates of deposit (including investments made through an intermediary, such as the certificated deposit account registry
service), bankers' acceptances, time deposits, Eurodollar time deposits and overnight bank deposits maturing within three years from such date and
issued or guaranteed by or placed with, and any money market deposit accounts issued or offered by, any lender under the Credit Facilities or by any
commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that has a combined capital
and surplus and undivided profits of not less than $250.0 million; (vi) fully collateralized repurchase agreements with counterparties whose long term
debt is rated not less than A- by S&P and A3 by Moody's and with a term of not more than six months from such date; (vii) Investments in money in an
investment company registered under the Investment Company Act of 1940, as amended, or in pooled accounts or funds offered through mutual funds,
investment advisors, banks and brokerage houses which invest its assets in obligations of the type described in clauses (i) through (vi) above, in each
case, as of such date, including, but not be limited to, money market funds or short-term and intermediate bonds funds; (viii) shares of any money
market mutual fund that, as of such date, (a) complies with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as
amended and (b) is rated AAA (or the equivalent thereof) by S&P and Aaa (or the equivalent thereof) by Moody's; (ix) auction rate preferred securities
that, as of such date, have the highest rating obtainable from either S&P or Moody's and with a maximum reset date at least every 30 days;
(x) investments made pursuant to the Company's or any of its Restricted Subsidiaries' investment guidelines; (xi) deposits available for withdrawal on
demand with commercial banks organized in the United States having capital and surplus in excess of $100.0 million; (xii) securities with maturities of
three years or less from such date issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or
taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory,
political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A2 by Moody's; and (xiii) any other
securities or pools of securities that are classified under GAAP as cash equivalents or short-term investments on a balance sheet as of such date.
"Cash Liquidity" means, at any time, the aggregate amount of Unrestricted Cash of the Company and its Restricted Subsidiaries, on a consolidated
basis, at such time.
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"Change of Control" means the occurrence of any of the following:
(1) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any Person (including
any "person" (as that term is used in Section 13(d)(3) of the Exchange Act)) (other than the Company or any of its Subsidiaries); or
(2) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person
(including any "person" (as defined above)) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the
Company (measured by voting power rather than number of shares), other than, in the case of clause (1) above or this clause (2) (i) any such
transaction where the Voting Stock of the Company (measured by voting power rather than number of shares) outstanding immediately prior to
such transaction constitutes or is converted into or exchanged for a majority of the outstanding shares of the Voting Stock of such Person or
Beneficial Owner (measured by voting power rather than number of shares) or (ii) any sale, transfer, conveyance or other disposition to, or any
merger or consolidation of the Company with or into, any Person (including any "person" (as defined above)) which owns or operates (directly or
indirectly through a contractual arrangement) a Permitted Business (a "Permitted Person") or a Subsidiary of a Permitted Person, in each case
under this clause (ii), if immediately after such transaction no Person (including any "person" (as defined above)) is the Beneficial Owner, directly
or indirectly, of more than 50% of the total Voting Stock of such Permitted Person (measured by voting power rather than number of shares).
For the avoidance of doubt, the merger or consolidation, if any, of the Company with any Subsidiary of the Company or any merger or
consolidation, if any, of any Subsidiary of the Company with any other Subsidiary of the Company will not constitute a "Change of Control."
"Clearstream" means Clearstream Banking, S.A.
"Closing Date" means the date of original issuance of the Notes.
"Co-Branded Card Agreements" means that certain Co-Branded Credit Card Program Agreement, dated as of July 8, 2016, between American
Airlines, Inc. and Barclays Bank Delaware, as amended, restated, supplemented or otherwise modified from time to time, that certain Co-Branded Credit
Card Program Agreement, dated as of June 30, 2016, between American Airlines, Inc. and Citibank, N.A., as amended, restated, supplemented or
otherwise modified from time to time, and any other similar agreements or agreements related to pre-paid miles entered into by the Company or any of
its Subsidiaries from time to time.
"Company" means American Airlines Group Inc. and its successor.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.
"Comparable Treasury Price" means, with respect to any redemption date for Notes, the average of two Reference Treasury Dealer Quotations for
such redemption date.
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EX-4.1
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"Consolidated EBITDAR" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such
period plus, without duplication:
(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection
with any Disposition of assets, to the extent such losses were deducted in computing such Consolidated Net Income; plus
(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries, to the extent that such provision for taxes
was deducted in computing such Consolidated Net Income; plus
(3) the Fixed Charges of such Person and its Restricted Subsidiaries, to the extent that such Fixed Charges were deducted in computing such
Consolidated Net Income; plus
(4) any foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of such Person and its
Restricted Subsidiaries for such period, to the extent that such losses were deducted in computing such Consolidated Net Income; plus
(5) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a
prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual
of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period)
of such Person and its Restricted Subsidiaries to the extent that such depreciation, amortization and other non-cash charges or expenses were
deducted in computing such Consolidated Net Income; plus
(6) the amortization of debt discount to the extent that such amortization was deducted in computing such Consolidated Net Income; plus
(7) deductions for grants to any employee of the Company or its Restricted Subsidiaries of any Equity Interests during such period to the
extent deducted in computing such Consolidated Net Income; plus
(8) any net loss arising from the sale, exchange or other disposition of capital assets by the Company or its Restricted Subsidiaries (including
any fixed assets, whether tangible or intangible, all inventory sold in conjunction with the disposition of fixed assets and all securities) to the
extent such loss was deducted in computing such Consolidated Net Income; plus
(9) any losses arising under fuel hedging arrangements entered into prior to the Closing Date and any losses actually realized under fuel
hedging arrangements entered into after the Closing Date, in each case to the extent deducted in computing such Consolidated Net Income; plus
(10) proceeds from business interruption insurance for such period, to the extent not already included in computing such Consolidated Net
Income; plus
(11) any expenses and charges that are covered by indemnification or reimbursement provisions in connection with any permitted
acquisition, merger (including the AMR Merger, any Airlines Merger or any Airline/Company Merger), disposition, incurrence of Indebtedness,
issuance of Equity Interests or any investment to the extent (a) actually indemnified or reimbursed and (b) deducted in computing such
Consolidated Net Income; minus
(12) non-cash items, other than the accrual of revenue in the Ordinary Course of Business, to the extent such amount increased such
Consolidated Net Income; minus
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