Filed by Bowne Pure Compliance





Exhibit 10.3




AMENDMENT NO. 2 TO

LOAN AGREEMENT




dated as of January 14, 2008,




between




US AIRWAYS GROUP, INC.,

as Borrower




and




CITICORP NORTH AMERICA, INC.,

as Administrative Agent and Collateral Agent




 


 









 








AMENDMENT NO. 2 TO LOAN AGREEMENT




AMENDMENT NO. 2 TO LOAN AGREEMENT, dated as of January 14, 2008, between US AIRWAYS GROUP,
INC., a Delaware corporation (the “Borrower”) and CITICORP NORTH AMERICA, INC.
(“Citicorp”), as administrative agent and collateral agent for the Lenders (in such
capacity, together with its successors and permitted assigns, the “Administrative Agent”).



WHEREAS, the Borrower, the direct and indirect Subsidiaries of the Borrower party thereto, the
Lenders and the Administrative Agent entered into the Loan Agreement, dated as of March 23, 2007
(the “Loan Agreement”);



WHEREAS, the Borrower wishes to amend and restate the Investment Guidelines set forth in
Exhibit M to the Loan Agreement in their entirety with the consent of the Administrative Agent, as
contemplated by and in accordance with Section 6.10(c) of the Loan Agreement;



WHEREAS, at the request of the Borrower, the Administrative Agent consents to the amendment
and restatement of Exhibit M in its entirety; and



NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereto
agree as follows:



ARTICLE I




DEFINITIONS




Section 1.1 Definitions. Except as otherwise defined in this Amendment No. 2, terms
defined in Section 1.1 of the Loan Agreement are used herein as defined therein.



ARTICLE II




AMENDMENTS TO THE LOAN AGREEMENT




Section 2.1 Exhibits. Exhibit M to the Loan Agreement is hereby deleted in its
entirety and shall be replaced with “Exhibit M” attached hereto as Schedule 1.



ARTICLE III




REPRESENTATION AND WARRANTIES




Section 3.1 Representations and Warranties. The Borrower represents and warrants to
each of the parties to the Loan Agreement, that:



(a) the amendments to the Loan Agreement provided for hereunder are permitted to be made under
Section 6.10(e) of the Loan Agreement;



(b) the execution and delivery by the Borrower of this Amendment No. 2 have been duly
authorized by the Borrower and, when executed and delivered, this Amendment No. 2 will constitute
the valid, legally binding and (subject to general equitable principles, insolvency, liquidation,
reorganization and other laws of general application relating to creditors’ rights or claims or the concepts of materiality, reasonableness, good faith and fair dealing)
enforceable obligation of the Borrower and each reference to the Loan Agreement in the Loan
Documents shall be deemed to be a reference to the Loan Agreement as amended hereby;


 


 









 






(c) no Default shall have occurred and be continuing; and



(d) the representations and warranties of the Borrower contained in the Loan Agreement and
each of the other Loan Documents shall be true and correct, except where such representation or
warranty is qualified by materiality or Material Adverse Effect, in which case such representation
and warranty shall be true and correct as so qualified as of such date (unless stated to relate
solely to an earlier date, in which case such representation and warranty shall be true and correct
in all material respects as of such earlier date).



ARTICLE IV




EFFECTIVENESS




Section 4.1 Effectiveness. This Amendment No. 2 shall become effective as of the date
first above written.



ARTICLE V




MISCELLANEOUS




Section 5.1 Miscellaneous. The Loan Agreement shall remain unchanged (except as
provided in Article II hereof) and in full force and effect. This Amendment No. 2 may be executed
in any number of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Amendment No. 2 by signing any such
counterpart. This Amendment No. 2 shall be governed by, and construed in accordance with, the law
of the State of New York.



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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed
and delivered as of the day and year first above written.



US AIRWAYS GROUP, INC., as Borrower




	 	 	 	 	 
	 	 	 
	 	By:  	                                      /s/ Thomas T. Weir
 	 
	 	 	Name:  	Thomas T. Weir 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



CITICORP NORTH AMERICA INC., as Administrative Agent




	 	 	 	 	 
	 	 	 
	 	By:  	                                        /s/ William Washburn
 	 
	 	 	Name:  	William Washburn 	 
	 	 	Title Director/Vice President 	 
	 




 


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