Exhibit 10.1
CONFIDENTIAL
AMENDMENT NO. 1 TO LOAN AGREEMENT
AMENDMENT NO. 1 (THIS "AMENDMENT"), DATED AS OF DECEMBER 18, 2003, TO LOAN
AGREEMENT, dated as of March 31, 2003, among US Airways, Inc. (the "Borrower"),
US Airways Group, Inc. ("Group"), the Subsidiary Guarantors party thereto (the
"Subsidiary Guarantors"), the several lenders from time to time party thereto
(the "Lenders"), Bank of America, N.A., as Agent (the "Agent"), Bank of America,
N.A., as KHFC Administrative Agent (the "KHFC Administrative Agent"), Bank of
America, N.A., as Collateral Agent (the "Collateral Agent," and collectively
with the Agent and the KHFC Administrative Agent, the "Agents") and Air
Transportation Stabilization Board (the "ATSB") created pursuant to the Air
Transportation Safety and System Stabilization Act (the "Act"), P.L. 107-42
(2001), as the same may be amended from time to time.
PRELIMINARY STATEMENTS:
(1) The Borrower, Group, the Subsidiary Guarantors, the Lenders,
Phoenix American Financial Services, Inc., as Loan Administrator, the Agents and
the ATSB have entered into a Loan Agreement, dated as of March 31, 2003 (as
amended, supplemented or otherwise modified through the date hereof, the "Loan
Agreement"). Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified therefor in the Loan Agreement.
(2) The Borrower, Group and the Subsidiary Guarantors have requested
that the Board, the Agents, and the Lenders agree to amend the Loan Agreement as
hereinafter provided.
(3) The Board, the Agents, and the Lenders are willing to amend the
Loan Agreement on the terms and conditions set forth herein.
SECTION 1. Amendment to Loan Agreement. Subject to the terms and
conditions set forth below, the definition of "Investment" contained in Section
1.1 of the Loan Agreement is hereby amended by inserting the following text
immediately after the word "Obligor" the second time it appears in the proviso
contained in such definition: ", Guarantees (including any support for a letter
of credit issued on behalf of another Obligor) incurred by one Obligor for the
benefit any other Obligor,".
SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective as of the date hereof, upon the satisfaction of the condition
precedent that the Board, the Agents, and the Lenders shall have received
executed counterparts of this Amendment duly delivered by the parties hereto.
SECTION 3. Reference to and Effect on the Loan Documents.
(a) On and after the effectiveness of this Amendment, each reference
in the Loan Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Loan Agreement, and each reference in the other
Loan Documents to "the Loan Agreement", "thereunder", "thereof" or words of like
import referring to the Loan Agreement, shall mean and be a reference to the
Loan Agreement as amended by this Amendment.
(b) The Loan Agreement, as specifically amended by this Amendment, is
and shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed.
SECTION 4. Costs; Expenses. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Board, the Agents, and the Lenders in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and
documents to be delivered hereunder (including, without limitation, the
reasonable fees and expenses of counsel for the Board, the Agents, and the
Lenders) in accordance with the terms of Section 11.3 of the Loan Agreement.
SECTION 5. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
US AIRWAYS, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President-Corporate
Affairs and General Counsel
US AIRWAYS GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President-Corporate
Affairs and General Counsel
MIDATLANTIC AIRWAYS, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
ALLEGHENY AIRLINES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: President and Chief Executive Officer
US AIRWAYS LEASING AND SALES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
MATERIAL SERVICES COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
PSA AIRLINES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
PIEDMONT AIRLINES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
KITTY HAWK FUNDING
CORPORATION,
as Primary Tranche A Lender
By:_________________________
Name:
Title:
BANK OF AMERICA, N.A.,
as Alternate Tranche A Lender
By:_________________________
Name:
Title:
BANK OF AMERICA, N.A.,
as a Tranche B Lender
By:_________________________
Name:
Title:
BANK OF AMERICA, N.A.,
as Agent and Collateral Agent
By:____________________________
Name:
Title:
BANK OF AMERICA, N.A.,
as KHFC Administrative Agent
By:____________________________
Name:
Title:
RETIREMENT SYSTEMS OF
ALABAMA HOLDINGS LLC,
as a Tranche B Lender
By:_________________________
Name:
Title:
PHOENIX AMERICAN FINANCIAL SERVICES, INC.,
as Loan Administrator
By:____________________________
Name:
Title:
AIR TRANSPORTATION
STABILIZATION BOARD
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Executive Director