exhibit10_3.htm


    


    
      EXHIBIT
10.3

      CONFIDENTIAL
TREATMENT

      REQUESTED
PURSUANT TO RULE 24b-2

      Certain
portions of this exhibit have been omitted pursuant to a request for
confidential treatment unde r Rule 24b-2 of the Securities Exchange Act of 1934.
The omitted materials have been filed separately with the Securities and
Exchange Commission. 

    

     

     

    
      	
              CONFIDENTIAL

            


    

     

    


    EXECUTION
COPY

    


    


    


    
      

    

    


    


    
      


    

    $35,000,000

    


     

    CREDIT
AGREEMENT

     

    between

     

    US
AIRWAYS, INC.,

    as
Borrower,

     

    and

     

    REPUBLIC
AIRWAYS HOLDINGS INC.,

    as
Lender

     

    Dated as
of October 20, 2008

     

    
      


    

    


     

    


    
      
        
          
            


             

          

           


        

        
           


          
            

          

        

        
           


          
            CONFIDENTIAL

          

        

      

    

     

     

    
    

     

    
      	
              TABLE OF
      CONTENTS

            


    

     

     

    
    

     

    
      	SECTION 1.
      DEFINITIONS
	 	 	 
	1.1	Defined
    Terms	 
	1.2	Other Definitional
      Provisions	 
	 	 	 
	SECTION 2. AMOUNT
      AND TERMS OF COMMITMENT	 
	 	 	 
	2.1	
              Loans 

            	 
	2.2	Procedure for
      Borrowing	 
	2.3	Repayment of
      Loans	 
	2.4	Optional
      Prepayments	 
	2.5	Interest Rates and
      Payment Dates	 
	2.6	Computation of
      Interest and Fees	 
	2.7	Payments	 
	 	 	 
	SECTION 3.
      REPRESENTATIONS AND WARRANTIES	 
	 	 	 
	3.1	Existence:
      Compliance with Law	 
	3.2	Power:
      Authorization: Enforceable Obligations	 
	3.3	Financial
      Statements	 
	3.4	
              Litigation

            	 
	3.5	Disclosure	 
	3.6	[*]	 
	3.7	Liquidity
      Conditions	 
	 	 	 
	SECTION 4.
      CONDITIONS PRECEDENT	 
	 	 	 
	4.1	Conditions to
      Initial Term Loan	 
	4.2	Conditions to
      Delayed Draw Term Loan	 
	4.3	Conditions to Each
      Extension of Credit	 
	 	 	 
	SECTION 5.
      AFFIRMATIVE COVENANTS	 
	 	 	 
	5.1	Financial
      Statements: Other Information	 
	5.2	Maintenance of
      Existence: Compliance with Law	 
	5.3	Further
      Assurances	 
	5.4	[*]	 
	5.5	Use of
      Proceeds	 
	 	 	 
	SECTION 6. EVENTS OF
      DEFAULT	 
	 	 	 
	SECTION 7.
      MISCELLANEOUS	 
	 	 	 
	7.1	Amendments and
      Waivers	 
	7.2	Notices	 
	7.3	No Waiver:
      Cumulative Remedies	 
	7.4	Successors and
      Assigns: Participations and Assignments	 
	7.5	Counterparts	 
	7.6	Severability	 
	7.7	Integration	 
	7.8	Governing
    Law	 
	7.9	Submission to
      Jurisdiction: Waivers	 
	7.10	Acknowledgements	 
	7.11	Confidentiality	 
	7.12	Waiver of Jury
      Trial	 


    

     

     

    *
Confidential

    
      
        
           


        

        
           


          
            

          

        

        
           


          
            CONFIDENTIAL

          

        

      

    

    


    


     

    EXHIBITS:

     

    
    

     

    
      	A	Form of
      Guaranty
	B-1	Form of Initial Term
      Loan Note
	B-2	Form of Delayed Draw
      Term Loan Note


    

     

     

          

    


    
      
        
          
             

             

          

           


        

        
           


          
            

          

        

        
           


          
             

            CONFIDENTIAL

          

        

      

    

    


    CREDIT
AGREEMENT (this “Agreement”), dated as
of October 20, 2008, between US AIRWAYS, INC., a Delaware corporation (the
“Borrower”),
and REPUBLIC AIRWAYS HOLDINGS INC. (the “Lender”).

     

    The
parties hereto hereby agree as follows:

     

    SECTION
1. DEFINITIONS

     

    1.1 Defined Terms.  As
used in this Agreement, the terms listed in this Section 1.1
shall have the respective meanings set forth in this Section 1.1.

     

    “Agreement”:  as
defined in the preamble hereto.

     

    “Assignee”:  as
defined in Section
7.4.

     

    “AWA”:  America
West Airlines, Inc., a Delaware corporation.

     

    “Barclays
Financing”: the America West
Co-Branded Card Agreement, dated January 25, 2005, between US Airways and
Barclays as amended, restated, supplemented or modified from time to
time.

     

    “Borrower”:  as
defined in the preamble hereto.

     

    “Borrowing”:  (a)
the incurrence of the Initial Term Loan on the Closing Date, and (b) the
incurrence of the Delayed Draw Term Loan on or prior to the Delayed Draw
Deadline.

     

    “Business
Day”:  a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close.

     

    “[*]”: [*].

     

    “Closing
Date”:  the date on which the conditions precedent set forth in
Section 4.1
shall have been satisfied and the Initial Term Loan has been funded, which date
is October 20, 2008.

     

    “Default”:  any
of the events specified in Section 6,
whether or not any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

     

    “Delayed Draw
Deadline”: 5:00 P.M. New York time on March 31, 2009.

     

    “Delayed Draw Funding
Date”:  the date on which the Delayed Draw Term Loan is made to
the Borrower hereunder, which date shall be on or prior, but no earlier than
March 1, 2009, to the Delayed Draw Deadline.

     

    “Delayed Draw Term
Loan”:  as defined in Section 2.1(b).

     

    “Delayed Draw Term Loan
Commitment”:  the obligation of the Lender to make the Delayed
Draw Term Loan to the Borrower in a principal amount not to exceed
$25,000,000.

     

     

    *
Confidential

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Delayed Draw Term Loan
Note”:  a promissory note in the form of Exhibit B-2, as it
may be amended, supplemented or otherwise modified from time to
time.

     

    “Dollars” and “$”:  dollars
in lawful currency of the United States.

     

    “Event of
Default”:  any of the events specified in Section 6, provided that any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

     

    “GAAP”:  generally
accepted accounting principles in the United States as in effect from time to
time.

     

    “Governmental
Approval”:  any consent, authorization, approval, order,
license, franchise, permit, certificate, accreditation, registration, filing or
notice, of, issued by, from or to, or other act by or in respect of, any
Governmental Authority.

     

    “Governmental
Authority”:  any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization.

     

    “Group”:  US
Airways Group, Inc., a Delaware corporation.

     

    “Guaranty”:  the
Guaranty to be executed and delivered by Group in favor of the Lender,
substantially in the form of Exhibit A (as
amended, restated, amended and restated, supplemented or otherwise modified from
time to time).

     

    “Initial Term
Loan”:  as defined in Section 2.1.

     

    “Initial Term Loan
Commitment”:  the obligation of Lender to make the Initial Term
Loan to the Borrower in a principal amount equal to $10,000,000.

     

    “Initial Term Loan
Note”:  a promissory note in the form of Exhibit B-1, as it
may be amended, supplemented or otherwise modified from time to
time.

     

    “Interest Payment
Date”:  (i) for the Initial Term Loan, the Interest Payment
Dates shall be as follows: January 31, 2009, April 30, 2009, July 31, 2009, and
October 31, 2009 (and in the event the Delayed Draw Term Loan is funded, the
Interest Payment Dates with respect to the Initial Term Loan shall also include
January 31, 2010, April 30, 2010, October 31, 2010, January 31, 2011, April 30,
2011, July 31, 2011 and October 31, 2011); and (ii) for the Delayed Draw Term
Loan, the Interest Payment Dates shall be as follows: July 31, 2009, October 31,
2009, January 31, 2010, April 30, 2010, October 31, 2010, January 31, 2011,
April 30, 2011, July 31, 2011 and October 31, 2011.

     

    “Juniper
Financing”:  the America West Co-Branded Card Agreement, dated
January 25, 2005, between AWA and Juniper Bank, as amended, restated, amended
and restated, supplemented or otherwise modified from time to time , including
pursuant to the Assignment and First Amendment to the America West Co-Branded
Card Agreement, dated as of August 8, 2005, among AWA, Group and Juniper
Bank.

     

    “Lender”:  as
defined in the preamble hereto.

     

    “LIBOR
Rate”:  the London interbank offered rate, rounded upward, if
necessary, to the nearest 1/100 of 1%, equal to the offered rate for deposits in
Dollars for a three-month period, which is determined to be the British Bankers
Interest Settlement Rate, as published by Reuters (for delivery on the first day
of such period) or any successor service for the purpose of displaying London
interbank offered rates of major banks as of 11:00 A.M. (London
time),  determined as of the Closing Date and as of the last Business
Day of each January, April, July and October thereafter.

     

    “Loan”:  any
of the Initial Term Loan or the Delayed Draw Term Loan made or maintained by the
Lender pursuant to this Agreement.

     

    “Loan
Documents”:  this Agreement, the Guaranty, the Notes, the [*] and any amendment, waiver,
supplement or other modification to any of the foregoing.

     

    “Loan
Parties”:  Group and the Borrower.

     

    “Material Adverse
Effect”:  a material adverse effect on the business, assets,
liabilities, operations, condition (financial or otherwise), operating results
or projections of Group and its Subsidiaries taken as a whole.

     

    “Maturity
Date”:  (x) October 31, 2009, or (y) if the Delayed Draw
Funding Date occurs, October 31, 2011.

     

    “Notes”:  the
Initial Term Loan Note and the Delayed Draw Term Loan Note.

     

    “Obligations”:  the
unpaid principal of and interest on (including interest accruing after the
maturity of the Loans and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower or Group, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the Loans
and all other obligations and liabilities of the Borrower or Group to the
Lender, whether direct or indirect, absolute or contingent, due or to become
due, or now existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement, any other Loan Document or any other document
made, delivered or given in connection herewith or therewith, whether on account
of principal, interest, reimbursement obligations, fees, indemnities, costs,
expenses (including all fees, charges and disbursements of counsel to the Lender
that are required to be paid by the Borrower or Group pursuant hereto) or
otherwise.

     

    “Person”:  an
individual, partnership, corporation, limited liability company, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

     

    “[*]”: [*].

     

    “Requirement of
Law”:  as to any Person, the certificate of incorporation and
by-laws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.

     

    “SEC”:  the
Securities and Exchange Commission, any successor thereto and any analogous
Governmental Authority.

     

    “[*]”:  as defined in
Section
4.1(b).

     

    *
Confidential

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “[*]”: [*].

     

    “Subsidiary”:  as
to any Person, a corporation, partnership, limited liability company or other
entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person.  Unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary
or Subsidiaries of the Borrower.

     

    1.2 Other Definitional
Provisions.

     

    (a) Unless
otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the other Loan Documents or any certificate or
other document made or delivered pursuant hereto or thereto.

     

    (b) As used
herein and in the other Loan Documents, and any certificate or other document
made or delivered pursuant hereto or thereto, (i) accounting terms relating
to Group, the Borrower or any of its Subsidiaries not defined in Section 1.1 and
accounting terms partly defined in Section 1.1, to
the extent not defined, shall have the respective meanings given to them under
GAAP, (ii) the words “include”, “includes” and “including” shall be deemed
to be followed by the phrase “without limitation”, (iii) the word “incur”
shall be construed to mean incur, create, issue, assume, become liable in
respect of or suffer to exist (and the words “incurred” and “incurrence” shall
have correlative meanings), (iv) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, capital stock,
securities, revenues, accounts, leasehold interests and contract rights, and
(v) references to agreements shall, unless otherwise specified, be deemed
to refer to such agreements amended, restated, amended and restated,
supplemented or otherwise modified from time to time.

     

    (c) The words
“hereof”, “herein” and “hereunder” and words of similar import, when used in
this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section and Exhibit references are
to this Agreement unless otherwise specified.

     

    (d) The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.

     

    SECTION
2. AMOUNT
AND TERMS OF COMMITMENT

     

    2.1 Loans.

     

    (a) Subject
to the terms and conditions hereof, the Lender agrees to make a term loan (an
“Initial Term
Loan”) to the Borrower on the Closing Date in an amount not to exceed the
Initial Term Loan Commitment.

     

    (b) Subject
to the terms and conditions hereof, the Lender agrees to make a term loan (a
“Delayed Draw Term
Loan”) to the Borrower on or prior to the Delayed Draw Deadline in an
amount not to exceed the Delayed Draw Term Loan Commitment.

     

    2.2 Procedure for
Borrowing.  The
Borrower shall give the Lender notice of each Borrowing (which notice must be
received by the Lender prior to at least two Business Days prior to each
Borrowing).  Such notice shall specify (i) the aggregate principal
amount of Loans to be made, and (ii) the date of the Borrowing (which shall be a
Business Day).  Not later than 12:00 Noon, New York City time, on the
date specified in the applicable notice, the Lender shall make the amount of the
Loan available to the Borrower in immediately available funds in an account
designated by the Borrower.

     

    2.3 Repayment of
Loans.

     

    (a) The
Borrower agrees to repay to the Lender, on the Maturity Date, all then
outstanding Loans.  In the event the Delayed Draw Finding Date occurs,
the Borrower shall repay the aggregate outstanding principal amount of the Loans
in installments on the dates and in amounts equal to the following percentages
of the Loans outstanding on the Delayed Draw Funding Date (after the incurrence
of the Delayed Draw Term Loans) (each, a “Principal
Installment”), in accordance with the following schedule (provided that
the Principal Installments set forth below shall be reduced in connection with
any voluntary prepayments of the Loans in accordance with Section
2.4):

     

    
      	
              Payment Date

            	
              Principal Installment

            
	
              January
      31, 2010

            	
              [*]%

            
	
              April
      30, 2010

            	
              [*]%

            
	
              July
      31, 2010

            	
              [*]%

            
	
              October
      31, 2010

            	
              [*]%

            
	
              January
      31, 2011

            	
              [*]%

            
	
              April
      30, 2011

            	
              [*]%

            
	
              July
      31, 2011

            	
              [*]%

            
	
              Maturity
      Date

            	
              [*]%

            


    

     

    2.4 Optional Prepayments.  The
Borrower may, at any time and from time to time, prepay the Loans, in whole or
in part, without premium or penalty, upon notice delivered to the Lender no
later than one Business Day prior thereto, which notice shall specify the date
and amount of prepayment.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified therein,
together with accrued interest to such date on the amount
prepaid.  Partial prepayments of Loans shall be in an aggregate
principal amount of $500,000 or a whole multiple thereof.

     

    2.5 Interest Rates and Payment
Dates.

     

    (a) Each Loan
shall bear interest at a rate per annum equal to the sum of the LIBOR Rate plus
[*] basis points per
annum, which rate shall be measured and adjusted (if required)
quarterly.

     

    *
Confidential

    
      
        
        

      

      
        
        

        
          

        

      

    

    (b) Upon the
occurrence and continuation of an Event of Default, any amount then due
hereunder shall bear interest at a rate per annum equal to the rate that would
otherwise be applicable to the Loans pursuant to the foregoing provisions of
this Section plus [*] basis points per annum, in
each case, from such date until such amount is paid in full (after as well as
before judgment).

     

    (c) Interest
shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (b) of this Section shall be
payable from time to time on demand.

     

    2.6 Computation of Interest and
Fees.  Interest
payable pursuant hereto shall be calculated on the basis of a 365- or 366-day
year (as applicable) for the actual days elapsed.

     

    2.7 Payments.

     

    (a) Each
optional prepayment by the Borrower on account of principal of and interest on
the Loans shall be applied to the remaining scheduled principal payments in
inverse order of maturity.  Amounts prepaid on account of the Loans
may not be reborrowed.

     

    (b) All
payments (including prepayments) to be made by the Borrower hereunder, whether
on account of principal, interest or otherwise, shall be made without setoff or
counterclaim and shall be made prior to 2:00 p.m. New York City time, on the due
date thereof to the Lender, for the account of the Lender, in Dollars and in
immediately available funds.  If any payment hereunder becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day.  In the case of any extension of any
payment of principal pursuant to the preceding sentence, interest thereon shall
be payable at the then applicable rate during such extension.  All
such payments shall be made to the Lender at such account as the Lender may
designate to the Borrower from time to time.

     

    (c) Any and
all payments by the Borrower to or for the account of the Lender under any Loan
Document shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and all liabilities with respect thereto, excluding, in the
case of the Lender, taxes imposed on or measured by its overall net income, and
franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction
(or any political subdivision thereof) under the Laws of which the Lender is
organized or is otherwise a resident or doing business (other than a
jurisdiction in which such Person is deemed to be doing business solely as a
result of entering into, or performing its obligations under, any Loan Document)
(all non-excluded taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings or similar charges, and liabilities being hereinafter referred to
as “Taxes”).  If
the Borrower shall be required by any Laws to deduct any Taxes from or in
respect of any sum payable under any Loan Document to the Lender, then, (i) the
sum payable shall be increased as necessary so that after making all required
deductions with respect to Taxes (including deductions applicable to additional
sums payable under this Section), the Lender receives an amount equal to the sum
it would have received had no such deductions been made, (ii) the Borrower shall
make such deductions, (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within 30 days after the date of such payment, the Borrower shall
furnish to the Lender the original or a certified copy of a receipt
evidencing payment thereof to the extent such a receipt is issued therefor, or
other written proof of payment thereof that is satisfactory to the
Lender;  provided however, if
the Lender is not a corporation (or an entity treated as a corporation for U.S.
federal income tax purposes) or that is created or organized under the laws of a
jurisdiction other than the United States, any State thereof or the District of
Columbia (a “U.S. Lender” ) and an amount payable under the preceding
clause (i) exceeds the amount that would have been payable by the Borrower if
such lender were a U.S. Lender, then the Borrower shall not be required to pay
such excess amount to the Lender.

     

    (d) Each
Assignee (as defined in Section 7.4) organized under the laws of a jurisdiction
outside the United States on the date of an assignment and from time to time
thereafter (i) as reasonably requested in writing by the Borrower or (ii) not
less than 30 days prior to the date on which any Internal Revenue Service form
previously provided shall expire or no longer be valid shall provide the
Borrower with two properly completed Internal Revenue Service Forms W-8BEN,
W-8ECI or other applicable form prescribed by the Internal Revenue Service,
certifying as to such Lender’s status regarding United States withholding tax on
payments pursuant to the Loan Documents.  For the avoidance of doubt,
any Taxes resulting from the failure of an Assignee to provide a form pursuant
to this Section 2.7(d) shall be excluded from Taxes.

     

    SECTION
3. REPRESENTATIONS
AND WARRANTIES

     

    To induce
the Lender to enter into this Agreement and to make the Loans, the Borrower
hereby represents and warrants to the Lender that:

     

    3.1 Existence; Compliance with
Law.  Each
Loan Party (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) except as would
not reasonably be expected to have a Material Adverse Effect, has the power and
authority, and the legal right, to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, and (c) is in compliance with all Requirements of Law
except to the extent that the failure to comply therewith would not, in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

     

    3.2 Power; Authorization;
Enforceable Obligations.  Each
Loan Party has the power and authority, and the legal right, to make, deliver
and perform the Loan Documents to which it is a party and, in the case of the
Borrower, to obtain extensions of credit hereunder.  Each Loan Party
has taken all necessary organizational action to authorize the execution,
delivery and performance of the Loan Documents to which it is a party and, in
the case of the Borrower, to authorize the extensions of credit on the terms and
conditions of this Agreement.  No Governmental Approval or consent or
authorization of, filing with, notice to or other act by or in respect of, any
other Person is required in connection with the Acquisition and the extensions
of credit hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the other Loan Documents, except (x)
to the extent that the failure to obtain such Governmental Approvals, consents,
authorizations, filings and notices would not reasonably be expected to have a
Material Adverse Effect, and (y) Governmental Approvals, consents,
authorizations, filings and notices that have been obtained or made and are in
full force and effect.  Each Loan Document has been duly executed and
delivered on behalf of each Loan Party that is a party thereto.  This
Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party party
thereto, enforceable against each such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

     

    3.3 Financial
Statements.

     

    (a) The
audited financial statements of Group and its Subsidiaries dated December 31,
2007 (i) were prepared in accordance with GAAP consistently applied throughout
the period covered thereby, and (ii) fairly present in all material respects the
financial condition of Group and its Subsidiaries as of the date thereof and
their results of operations for the period covered thereby in accordance with
GAAP consistently applied throughout the period covered thereby.

     

    (b) The
unaudited consolidated financial statements of Group and its Subsidiaries dated
June 30, 2008, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for the fiscal quarter ended on that date
(i) were prepared in accordance with GAAP consistently applied throughout the
period covered thereby, and (ii) fairly present in all material respects the
financial condition of Group and its Subsidiaries as of the date thereof and
their results of operations for the period covered thereby, subject, in the case
of clauses (i) and (ii), to the absence of footnotes and to normal year-end
audit adjustments.

     

    3.4 Litigation.  There
are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Borrower, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, by or against Group, the
Borrower or any of the Borrower’s Subsidiaries or against any of their
properties or revenues that either individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.  There are
no actions, suits or proceedings pending that challenge the validity of any Loan
Document or the applicability or enforceability of any Loan Document which seek
to void, avoid, limit, or otherwise adversely affect any payment made pursuant
thereto.

     

    3.5 Disclosure.  No
information contained in this Agreement, any of the other Loan Documents, any
financial statements or other written reports from time to time prepared by
either Loan Party and delivered hereunder or any written statement prepared by
or on behalf of either Loan Party and furnished to the Lender pursuant to the
terms of this Agreement or any other Loan Document contains or will contain any
untrue statement of a material fact or omits or will omit to state a material
fact necessary to make the statements contained herein or therein not misleading
in light of the circumstances under which they were made.

     

    3.6 [*].

     

    3.7 Liquidity
Conditions.  The
conditions precedents set forth in Section 4.1(d) and Section 4.1(e) have been
met as of the Closing Date.

     

    *Confidential

    
      
      

      
        

      

    

    
      
      

    

    SECTION
4. CONDITIONS
PRECEDENT

     

    4.1 Conditions to Initial Term
Loan.  The
agreement of the Lender to make the Initial Term Loan is subject to the
satisfaction, prior to or concurrently with the making of such Initial Term Loan
on the Closing Date, of the following conditions precedent:

     

    (a) Credit Agreement;
Guaranty.  The Lender shall have received (i) this
Agreement, executed and delivered by the Lender and the Borrower, and
(ii) the Guaranty, executed and delivered by the Lender and Group, and
(iii) an Initial Term Loan Note executed and delivered by the
Borrower.

     

    (b) [*].

     

    (c) Board
Approval.  Each Loan Party shall have obtained approval of the
Loan, Loan Documents and related transactions from their respective Boards of
Directors.

     

    *
Confidential

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) Minimum Funding
Amount.  The Borrower must have received (in the aggregate) not
less than $600,000,000 (the “Minimum Funding
Amount”) in the form of funding and payment deferrals from external
sources and Financing Commitments (as defined below), of which not less than
$500,000,000 shall be funds actually received as of the Closing Date or
committed payment deferrals, in each case from external sources (including
proceeds from equity issuances) since August 14, 2008.  “Financing Commitments” means
additional commitments for financing (which commitments may be in the form of
deferrals for purchase price obligations, services and engineering and/or
commitments to provide financing on assets) and which commitments may be subject
to internal approvals and other customary conditions (including, without
limitation, documentation, diligence, appraisal and financing
conditions).

     

    (e) Adjusted Unrestricted
Cash.  The Borrower shall, after giving effect to (a) the
funding of the Initial Term Loan and the receipt of proceeds (and
payment deferrals) from the contemporaneous or prior fundings (or payment
deferrals) described above and (b) the proceeds of Financing Commitments
(including any payment deferrals) to be funded (or received) after the Closing
Date, have Adjusted Unrestricted Cash of not less than
$2,097,000,000.  “Adjusted Unrestricted
Cash” means, as of any date of determination, the sum of (i) all
unrestricted cash on hand, (ii) the Financing Commitments and (iii) all cash
posted as collateral by the Borrower in respect of its fuel hedges.

     

    (f) [*].

     

    4.2 Condition to Delayed Draw
Term Loan.. The
agreement of the Lender to make the Delayed Draw Term Loan is subject to the
satisfaction, prior to or concurrently with the making of such Delayed Draw Term
Loan on the Delayed Draw Funding Date, of the following conditions
precedent:

     

    (a) Delayed Draw Term Loan
Note.  The Lender shall have received a Delayed Draw Term Loan
Note executed and delivered by the Borrower.

     

    (b) [*].

     

    4.3 Conditions to Each Extension
of Credit.  The
agreement of the Lender to make any extension of credit requested to be made by
it on any date (including its initial extension of credit) is subject to the
satisfaction of the following conditions precedent:

     

    (a) Representations and
Warranties.  Each of the representations and warranties made by
any Loan Party in or pursuant to the Loan Documents shall be true and correct in
all material respects on and as of such date as if made on and as of such
date.

     

    (b) No
Default.  No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the extensions of
credit requested to be made on such date.

     

    (c) No
Change.  Since the Closing Date, there has been no
development or event that has had or would reasonably be expected to have a
Material Adverse Effect.

     

    Each
Borrowing hereunder shall constitute a representation and warranty by the
Borrower as of the date of such extension of credit that the conditions
contained in this Section 4.3 have been
satisfied.

     

    SECTION
5. AFFIRMATIVE
COVENANTS

     

    The
Borrower hereby agrees that, so long as any Loan or other amount is owing to the
Lender hereunder, the Borrower shall:

     

    5.1 Financial
Statements;
Other Information.  Furnish
or make available to the Lender, promptly upon their filing, copies of (A) all
financial statements, reports, notices and proxy statements sent or made
available generally by Group to its security holders and (B) all regular,
periodic and current reports (including all Form 8-K reports) and all
registration statements and prospectuses, if any, filed by Group with any
securities exchange or with the SEC or any Governmental Authority or private
regulatory authority; provided that in lieu
of delivering a hard copy of any such document, the Borrower may transmit an
electronic copy of such document, provided, further, that to the
extent any such document is included in materials otherwise filed with the SEC,
such document shall be deemed to have been delivered on the date of the
applicable filing.

     

    5.2 Maintenance of Existence;
Compliance with
Law.  (a)
(i)  Preserve, renew and keep in full force and effect its
organizational existence and (ii) take all reasonable action to maintain
all rights, privileges and franchises necessary or desirable in the normal
conduct of its business, except, in each case, to the extent that failure to do
so would not reasonably be expected to have a Material Adverse Effect;
(b) comply with all Requirements of Law except to the extent that failure
to comply therewith would not, in the aggregate, reasonably be expected to have
a Material Adverse Effect; and (c) comply with all Governmental Approvals except
to the extent that failure to do so would not reasonably be expected to have a
Material Adverse Effect.

     

    5.3 Further
Assurances.  Promptly
upon request by the Lender do, execute and acknowledge any and all such further
acts, deeds, certificates, assurances and other instruments as the Lender may
reasonably require from time to time in order to carry out more effectively the
purposes of the Loan Documents.

     

    5.4 [*].

     

    5.5 Use of Proceeds.  Use
the proceeds of the Loan for general corporate purposes and to pay ordinary
operating costs and expenses of the Loan Parties.

     

    SECTION
6. EVENTS OF
DEFAULT

     

    6.1 Events of
Default

     

    .  If
any of the following events shall occur and be continuing:

     

    (a) the
Borrower shall fail to pay any principal of any Loan when due in accordance with
the terms hereof; or the Borrower shall fail to pay any interest on any Loan, or
any other amount payable hereunder or under any other Loan Document, within 5
days after any such interest or other amount becomes due in accordance with the
terms hereof; or

     

    (b) any Loan
Party shall default in the observance or performance of any other agreement
contained in this Agreement or any other Loan Document (other than as provided
in paragraphs (a) of this Section), and such default shall continue
unremedied for a period of 30 days after notice to the Borrower from the Lender;
or

     

    *
Confidential

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) (i) any
Loan Party shall commence any case, proceeding or other action (1) under
any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (2) seeking appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for all or any
substantial part of its assets, or any Loan Party shall make a general
assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Loan Party any case, proceeding or other action of a
nature referred to in clause (i) above that (a) results in the entry
of an order for relief or any such adjudication or appointment or
(b) remains undismissed, undischarged or unbonded for a period of 90 days;
or (iii) there shall be commenced against any Loan Party any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets that results in the entry of an order for any such relief that shall
not have been vacated, discharged, or stayed or bonded pending appeal within 60
days from the entry thereof; or (iv) any Loan Party shall take any action
in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause (i), (ii), or (iii) above; or
(v) any Loan Party shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become due;
or

     

    (d) the
guarantee contained in Section 1.1 of the Guaranty shall cease, for any
reason, to be in full force and effect; or

     

    (e) [*]; or

     

    (f) [*]; or

     

    (g) any Loan
Party (i) fails to make when due (after giving effect to applicable cure or
grace periods, and whether as primary obligor or as guarantor or other
surety) payments in respect of rents, principal, interest or premium or
other payments, if any, in respect of indebtedness (other than indebtedness
under the Barclays Financing and the Juniper Financing) and such failure relates
to indebtedness which has a principal amount that equals or exceeds $25,000,000
or (ii) fails to duly observe, perform or comply with any agreement or any
term or condition of any instrument, if such failure, either individually or in
the aggregate, shall have resulted in the acceleration of, or entitles any
person to accelerate, the payment of indebtedness (other than the Barclays
Financing and the Juniper Financing) owed by such Loan Party which, together
with all other accelerated indebtedness and indebtedness that is entitled to be
accelerated, has a principal amount that equals or exceeds
$25,000,000;  provided that the
failure by a Loan Party to make one or more payments that are attributable to
and relate solely to return conditions under aircraft leases shall not
constitute an Event of Default under this Section 6.1(g) so long as any of the
Loan Parties are, in good faith, disputing the amount of such payments;
or

     

    (h) there is
entered against any Loan Party (i) one or more final judgments or orders
for the payment of money in an aggregate amount in excess of $25,000,000 and
which are not covered by insurance (treating any deductibles, self-insurance
(except to the extent reinsured) or retention as not so covered) or
(ii) one or more non-monetary judgments or orders that could reasonably be
expected to have a Material Adverse Effect shall have been entered against a
Loan Party and, in each case, shall remain undischarged or unstayed, by reason
of a pending appeal or otherwise, for a period in excess of 60 days;
or

     

    (i) any
representation, warranty, certification or statement of fact made by or on
behalf of the Borrower or any other Loan Party herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith shall
be incorrect or misleading in any material respect when made; or

     

    (j) the
Borrower fails to satisfy the covenant contained in Section 5.4 of this
Agreement.

     

    then, and
in any such event, (a) if such event is an Event of Default specified in
clause (i) or (ii) of paragraph (c) above with respect to the
Borrower, automatically the Loans (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents shall
immediately become due and payable, and (b) if such event is any other
Event of Default, the Lender may, by notice to the Borrower, declare the Loans
(with accrued interest thereon) and all other amounts owing under this Agreement
and the other Loan Documents to be due and payable forthwith, whereupon the same
shall immediately become due and payable.  Except as expressly
provided above in this Section, presentment, demand, protest and all other
notices of any kind are hereby expressly waived by the Borrower.

     

    
      
        * Confidential

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
7. MISCELLANEOUS

     

    7.1 Amendments and
Waivers.  Neither
this Agreement, any other Loan Document, nor any terms hereof or thereof may be
amended, supplemented or modified except in accordance with the provisions of
this Section 7.1.  The
Lender and each Loan Party to the relevant Loan Document may, from time to time,
enter into written amendments, supplements or modifications hereto and to the
other Loan Documents for the purpose of adding any provisions to this Agreement
or the other Loan Documents or changing in any manner the rights of the Lender
or of the Loan Parties hereunder or thereunder.  In the case of any
waiver, the Loan Parties and the Lender shall be restored to their former
position and rights hereunder and under the other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

     

    7.2 Notices.  All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
delivered, or three Business Days after being deposited in the mail, postage
prepaid, or, in the case of telecopy notice, when received, addressed as
follows, or to such other address as may be hereafter notified by the respective
parties hereto:

     

    
      	
              Borrower:

            	
              US
      Airways, Inc.

              111
      W. Rio Salado Pkwy.

              Tempe,
      AZ 85281

              Attention:
      General Counsel

              Telecopy:
      (480) 693-5932

              Telephone:
      (480) 693-2860

               

            
	
              Lender:

            	
              Republic
      Airways Holdings Inc.

              8909
      Purdue Road, Suite 300

              Indianapolis,
      IN 46268

              Telecopy:
      (317) 484-4547

              Telephone:
      (317) 484-6047

            


    

    


    7.3 No Waiver; Cumulative
Remedies.  No
failure to exercise and no delay in exercising, on the part of the Lender, any
right, remedy, power or privilege hereunder or under the other Loan Documents
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.

     

    7.4 Successors and Assigns;
Participations and Assignments.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that (i) the Borrower may not assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of the
Lender (and any attempted assignment or transfer by the Borrower without such
consent shall be null and void) and (ii) Lender may not assign to one or
more assignees, other than an Affiliate (each, an “Assignee”), all or a
portion of its rights and obligations under this Agreement unless Lender has
provided notice to the Borrower at least 10 days prior to the date of the
proposed assignment;  provided that such
Assignee shall comply in all material respects with Section 2.7(d).

     

    7.5 Counterparts.  This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.  Delivery
of an executed signature page of this Agreement by facsimile or other electronic
transmission (including e-mail) shall be effective as delivery of a manually
executed counterpart hereof.  A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower and the
Lender.

     

    7.6 Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    7.7 Integration.  This
Agreement and the other Loan Documents represent the entire agreement of the
Borrower and the Lender with respect to the subject matter hereof and thereof,
and there are no promises, undertakings, representations or warranties by the
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.

     

    7.8 Governing Law.  This
agreement and the rights and obligations of the parties under this agreement
shall be governed by, and construed and interpreted in accordance with, the law
of the state of New York, without regard to its conflict of laws
principles.

     

    7.9 Submission To Jurisdiction;
Waivers.  Each
of the Borrower and the Lender hereby irrevocably and
unconditionally:

     

    (a) submits
for itself and its property in any legal action or proceeding relating to this
Agreement and the other Loan Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States for the Southern District of New York, and
appellate courts from any thereof;

     

    (b) consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

     

    (c) agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to the Borrower, at its address set
forth in Section 7.2 or
at such other address of which the Lender shall have been notified pursuant
thereto;

     

    (d) agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and

     

    (e) waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any
special, exemplary, punitive or consequential damages.

     

    7.10 Acknowledgements.  The
Borrower hereby acknowledges that:

     

    (a) it has
been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents; and

     

    (b) no joint
venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby between the Borrower and the
Lender.

     

    7.11 Confidentiality.  The
Lender agrees to keep confidential all non-public information provided to it by
any Loan Party pursuant to or in connection with this Agreement; provided that nothing
herein shall prevent the Lender from disclosing any such information (a) to
any affiliate of the Lender, (b) subject to an agreement to comply with the
provisions of this Section, to any actual or prospective Assignee, (c) to
its employees, directors, agents, attorneys, accountants and other professional
advisors or those of any of its affiliates, (d) in response to any order of
any court or other Governmental Authority or as may otherwise be required
pursuant to any Requirement of Law, or (e) that has been publicly
disclosed.

     

    7.12 Waiver of Jury Trial.  The
Borrower and the Lender hereby irrevocably and unconditionally waive trial by
jury in any legal action or proceeding relating to this Agreement or any other
Loan Document and for any counterclaim therein.

     

    7.13 Indemnity.  The
Borrower shall indemnify and hold harmless the Lender and its respective
affiliates, directors, officers, employees, counsel, agents and
attorneys-in-fact (collectively the “Indemnitees”) from
and against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
(including reasonably attorneys’ fees) of any kind or nature whatsoever which
may at any time be imposed on, incurred by or asserted against any such
Indemnitee in any way relating to or arising out of or in connection with (a)
the enforcement of any Loan Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby or
the consummation of the transactions contemplated thereby, (b) the Loan or the
use or proposed use of the proceeds therefrom, or (c) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory (including any investigation
of, preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified
Liabilities”), in all cases, whether or not caused by or arising, in
whole or in part, out of the negligence of the Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the negligence or willful misconduct of such Indemnitee.

     

    [Signatures
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            CONFIDENTIAL

          

        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.

     

     

    
      
        	 	US AIRWAYS,
    INC.,	 
	 	as
      Borrower	 
	
                 

              	
                By:
      

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


      

    

     

     

     

    
      
        	 	REPUBLIC AIRWAYS HOLDINGS
      INC.,	 
	 	as
      Lender	 
	
                 

              	
                By:
      

              	/s/ Robert
      H. Cooper	 
	 	 	Name:
      Robert H. Cooper 	 
	 	 	Title:
      Executive Vice President and Chief Financial Officer