exv10w53






Exhibit 10.53




EXECUTION COUNTERPART




 





AMENDMENT TO

LOAN AGREEMENT, SECURITY AGREEMENT AND AIRCRAFT MORTGAGE




dated as of October 20, 2008,




between




US AIRWAYS GROUP, INC.,

as Borrower,




certain subsidiaries of the Borrower




and




CITICORP NORTH AMERICA, INC.,

as Administrative Agent




 





 









 





AMENDMENT TO LOAN AGREEMENT, SECURITY AGREEMENT AND AIRCRAFT


 MORTGAGE


          AMENDMENT NO. 3 TO LOAN AGREEMENT, dated as of October 20, 2008, between US AIRWAYS GROUP,
INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower
signatory hereto 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”), AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of
October 20, 2008, between the Borrower, certain Subsidiaries of the Borrower signatory hereto and
the Administrative Agent and, AMENDMENT NO. 1 TO AIRCRAFT MORTGAGE, dated as of October 20, 2008,
between the Borrower, certain Subsidiaries of the Borrower signatory hereto and the Administrative
Agent (collectively, the “Amendment”).




          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
(as amended, supplemented or otherwise modified prior to the date hereof, the “Loan
Agreement”);




          WHEREAS, the Borrower, the direct and indirect Subsidiaries of the Borrower party thereto and
the Administrative Agent entered into the Security Agreement, dated as of March 23, 2007 (as
amended, supplemented or otherwise modified prior to the date hereof, the “Security
Agreement”);




          WHEREAS, the Borrower, the direct and indirect Subsidiaries of the Borrower party thereto and
the Administrative Agent entered into the Aircraft, Engines, Propellers and Spare Parts Mortgage
and Security Agreement, dated as of March 23, 2007 (as amended, supplemented or otherwise modified
prior to the date hereof, the “Aircraft Mortgage”);




          WHEREAS, the Borrower wishes to amend certain provisions of the Loan Agreement, the Security
Agreement and the Aircraft Mortgage as set forth herein;




          WHEREAS, at the request of the Borrower, the Requisite Lenders have delivered consent letters,
each in the form of Exhibit A hereto (a “Lender Consent Letter”), to the Administrative
Agent consenting to the amendments as set forth herein in their entirety; and




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





S-1









 








ARTICLE I




DEFINITIONS




          Section 1.1 Definitions Except as otherwise defined in this Amendment, terms defined in Section 1.1 of the Loan
Agreement are used herein as defined therein.




ARTICLE II




AMENDMENTS TO THE LOAN AGREEMENT, THE SECURITY AGREEMENT AND THE AIRCRAFT MORTGAGE



 THE AIRCRAFT MORTGAGE

          Section 2.1 Amendments to Definitions The following definitions contained in Section 1.1 of the Loan Agreement are hereby amended as
follows as of the Effective Date:




               (a) Airbus Financing Letter Agreement. The definition of Airbus Financing Letter Agreement is
hereby amended and restated in its entirety as follows:




               ““Airbus Financing Letter Agreement” means, collectively, (i) the A350 XWB
Financing Letter Agreement, dated as of October 2, 2007, among US Airways, AWA, the
Borrower, and AVSA, S.A.R.L., or any financing pursuant thereto, as amended, restated,
supplemented or modified from time to time, (ii) the A320 Family Financing Letter Agreement,
dated as of October 2, 2007, among US Airways, AWA, the Borrower, and AVSA, S.A.R.L., or any
financing pursuant thereto, as amended, restated, supplemented or modified from time to
time, and (iii) the A321 Junior Financing Letter Agreement, dated as of October 20, 2008,
among US Airways and Airbus S.A.S., or any financing pursuant thereto, as amended, restated,
supplemented or modified from time to time.”



               (b) Asset Sale. The definition of Asset Sale is hereby amended by (i) deleting the
parenthetical “(including available seat miles and frequent flier miles (including dividend and
flightfund miles))” from clause (a) of the proviso; (ii) deleting the word “or” immediately prior
to clause (l) thereof; and (iii) adding “; or (m) the sale, transfer or other disposition of
available seat miles and frequent flier miles (including dividend miles)” after the word “amounts”
at the end of clause (l) thereof.



               (c) Collateral Release Value. The definition of Collateral Release Value is hereby amended by
adding the following proviso after the parenthetical at the end of the definition: “;
provided that with respect to any Specified Transaction, the Collateral Release
Value is the minimum amount necessary to satisfy the applicable Specified Transaction
Prepayment Condition with respect to such Specified Transaction”.



 









 





               (d) Excess Cash Flow. The definition of Excess Cash Flow is hereby amended by amending and
restating clause (iii)(A) thereof as follows:




          “(iii) the sum of (A) payments by the Obligors of scheduled principal and interest
with respect to the consolidated Indebtedness of the Borrower (but excluding Indebtedness
that is solely the obligation of any Subsidiary that is not an Obligor) during such
period, to the extent such payments are not prohibited under this Agreement”.



               (e) Excluded Cash. The definition of Excluded Cash is hereby amended by (i) deleting the word
“or” at the end of clause (vii) thereof; (ii) replacing the period at the end of clause (viii)
thereof with “; or” and (iii) adding the following new clauses (ix), (x) and (xi):




          “(ix) subject to Liens securing reimbursement obligations in respect of letters of
credit issued for the account of any Obligor for the benefit of any credit card processor,
so long as the aggregate amount of such cash and Cash Equivalents does not exceed 115% of
the maximum available amount under the secured letters of credit;




          (x) subject to Liens securing the GECAS Financing to cure collateral deficiencies
thereunder; or




          (xi) proceeds of any property subject to a Lien in favor of a Person other than the
Administrative Agent to the extent the Lien on such property is permitted hereunder or cash
and cash equivalents from time to time in possession of a third party pursuant to a
mortgage, indenture or similar instrument that the Obligors are permitted to enter into
hereunder.”



               (f) Excluded Property — Leases. The definition of Excluded Property is hereby amended by
adding the following immediately after the end of clause (i)(3) thereof: “, in each case together
with improvements and fixtures located on such leased real property”.



               (g) Excluded Property — Aircraft Related Equipment. The definition of Excluded Property is
hereby amended by (i) deleting the word “Spare” in the parenthetical in clause (ii) thereof and
(ii) adding the following immediately after the words “Supporting Route Facilities” in clause (ii)
thereof: “and any rights of any Obligor as lessee, licensee, lessor or licensor with respect to a lease or license of any of the foregoing and
any other assets customarily securing Indebtedness used to acquire, finance or refinance such
Aircraft Related Equipment, Gates, Slots or Supporting Route Facilities such as all books, records,
logs,



 









 




manuals, data and inspection, modification and overhaul records, related intellectual
property (whether owned or leased) or the like and, in the case of spare parts, spare part tracking
systems and any and all computer programs and inventory management systems (including but not
limited to all source codes and user interfaces associated therewith as well as all date files used
as input thereto and data files or other records generated thereby) used to track and manage the
location, use, and maintenance status of spare parts and appliances, in each case”.




               (h) Excluded Property — Property Subject to a Lien. The definition of Excluded Property is
hereby amended by deleting the phrases “on the Closing Date” and “, or following the Closing Date,”
in clause (iii) thereof.



               (i) Excluded Property — Engine and Simulator Purchase Agreements. The definition of Excluded
Property is hereby amended by adding the following immediately after the words “aircraft purchase
agreements” in clause (vii) thereof: “, engine purchase agreements, Flight Simulator purchase
agreements and, to the extent entered into after the Closing Date, other agreements for the
purchase of Aircraft Related Equipment, in each case”.



               (j) Excluded Property — Property Pledged or Sold in Specified Transactions. The definition
of Excluded Property is hereby amended by (i) deleting the word “and” immediately prior to clause
(viii) thereof and (ii) adding the following at the end of clause (viii) thereof: “; (ix) any
property sold, transferred, disposed of, or pledged or financed in connection with a Specified
Transaction (it being understood that such property (and all subsequently acquired property of the
same type) shall remain Excluded Property regardless of whether it is subsequently released from
such Specified Transaction)”.



               (k) Flight Simulators. The definition of Flight Simulators is hereby amended by adding “,
whether now owned or hereafter acquired” immediately after the word “Obligor”.



               (l) Gates. The definition of Gates is hereby amended and restated in its entirety as follows:




          ““Gates” means all of the right, title, privilege, interest and authority of
any Obligor with respect to premises used for the purpose of holdroom seating and boarding
space and related aircraft parking positions to enplane and deplane passengers at any
airport or terminal in the United States or in any foreign country, at which such Obligor,
or any sublessee of such Obligor, as the case may be, conducts scheduled operations, arising
under any lease, usufruct, use agreement, facility agreement or similar agreement governing
the right to use that portion of the premises demised or
covered by such lease, usufruct, use agreement, facility agreement or similar
agreement, whether now owned or hereafter acquired.”



 









 





               (m) Loan. The definition of Loan is hereby amended by deleting “(a)” immediately after the
words “Section 2.1”.



               (n) Net Condemnation Proceeds. The definition of Net Condemnation Proceeds is hereby amended
by inserting “, or having a Lien on,” immediately after the words “beneficial interest in” in
clause (ii)(c) thereof.



               (o) Net Insurance Proceeds. The definition of Net Insurance Proceeds is hereby amended by
inserting “, or having a Lien on,” immediately after the words “beneficial interest in” in clause
(ii)(c) thereof.



               (p) Replacement Secured Financing. The definition of Replacement Secured Financing is hereby
amended by adding the following immediately after the word “transaction” the last time it appears
in the definition: “; provided that the GECAS Financing and any other Specified
Transaction that is structured as a financing transaction that is secured by any of the Obligors’
Appraised Collateral or Accounts shall be deemed to constitute a Replacement Secured Financing so
long as the applicable Specified Transaction Prepayment Condition is satisfied with respect
thereto.”



               (q) Routes. The definition of Routes is hereby amended and restated in its entirety as
follows:




          ““Routes” means a right, license, permit, or other authorization held by the
Borrower or any other Obligor, whereby the Borrower, or, if applicable, such other Obligor
is entitled or permitted to fly between two or more points, either within one country or
between two countries, including without limitation, applicable designations pursuant to any
transport agreement between the United States and a foreign government, frequencies,
exemption and certificate authorities, Fifth Freedom Rights and “behind/beyond rights”,
whether now owned or hereafter acquired.”



               (r) Supporting Route Facilities. The definition of Supporting Route Facilities is hereby
amended and restated in its entirety as follows:




          ““Supporting Route Facilities” means the takeoff and/or landing rights (which
are not Slots), ticket counters, office space, terminals, maintenance facilities and baggage
claim areas at each airport which are necessary to operate a Route held by the Borrower or
any other Obligor, whether now held or hereafter acquired.”



               Section 2.2 New Definitions. The following new definitions are hereby added to
Section 1.1 in proper alphabetical order:




 









 








               (a) Barclays Financing. “Barclays Financing” 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.



               (b) Engines. “Engines” means any aircraft engines owned by an Obligor, whether now
owned or hereafter acquired.



               (c) GECAS Financing. “GECAS Financing” means, collectively, the Senior Secured Spare
Parts Financing Facility, dated as of October 20, 2008 and the Senior Secured Spare Engines
Financing Facility, dated as of October 20, 2008, to be entered into with General Electric Capital
Corporation which financing facilities shall be secured by, among other things, spare parts
(including all rotables, repairables, expendables and appliances), spare engines (including all
appliances) and other property customarily securing spare parts and spare engines financings,
including, among other things, computer software, all books, records, logs, manuals, data and
inspection, modification and overhaul records relating to such spare parts or spare engines,
insurance, requisition and condemnation proceeds relating to such spare parts and spare engines,
warranty assignments, purchase agreement assignments and the like and proceeds of the foregoing.



               (d) Other Specified Transaction. “Other Specified Transaction” means any sale,
transfer or other disposition of Appraised Collateral and/or Accounts and related assets or any
financing secured by any such assets that previously secured the Obligations (whether pursuant to a
loan agreement, note purchase agreement, credit facility, indenture, mortgage, sale and leaseback
transaction or otherwise) so long as, in each case, such transaction is consummated on or after the
Third Amendment Effective Date and on or before September 30, 2009 and at the time of the closing
of any such transaction the Borrower has satisfied the Other Specified Transaction Prepayment
Condition.



               (e) Other Specified Transaction Prepayment Condition. “Other Specified
Transaction Prepayment Condition” means, with respect to any Other Specified Transaction, the
requirement that at the time of the consummation of such Other Specified Transaction, the Borrower
shall have delivered to the Administrative Agent, for the ratable benefit of the Lenders, an amount
in cash equal to not less than 75% of the aggregate Appraised Value of the Appraised Collateral
sold, transferred, disposed of, pledged or financed in such Other Specified Transaction (or in the
case of any sale, transfer, disposition or financing of Accounts, 75% of the Collateral Value of
all Eligible Accounts sold, transferred, disposed of or pledged in such transaction), which amount
shall be applied to prepay the Loan in accordance with Section 2.5.



               (f) Primary Specified Transaction. “Primary Specified Transaction” means the GECAS
Financing so long as such transaction is consummated on the Third Amendment Effective Date and at
the time of the closing of any such transaction the Borrower has satisfied the Primary Specified
Transaction Prepayment Condition.



 









 





               (g) Primary Specified Transaction Prepayment Condition. “Primary Specified Transaction
Prepayment Condition” means the requirement that at the time of the consummation of the Primary
Specified Transaction, the Borrower shall have prepaid the Loan in an aggregate amount of not less
than $400 million.



               (h) Specified Transaction. “Specified Transaction” means the Primary Specified
Transaction and any Other Specified Transaction.



               (i) Specified Transaction Prepayment Condition. “Specified Transaction Prepayment
Condition” means (i) in the case of the Primary Specified Transaction, the Primary Specified
Transaction Prepayment Condition and (ii) in the case of any Other Specified Transaction, the Other
Specified Transaction Prepayment Condition.



               (j) Third Amendment. “Third Amendment” means the Amendment to Loan Agreement,
Security Agreement and Aircraft Mortgage, dated as of October 20, 2008, among the Administrative
Agent, the Borrower and certain Subsidiaries of the Borrower party thereto.



               (k) Third Amendment Effective Date. “Third Amendment Effective Date” means the
“Effective Date” as defined in the Third Amendment.



          Section 2.3 Further Amendments.




               (a) Notice of Voluntary Prepayments. Section 2.4(a) is hereby amended by adding the following
parenthetical immediately after the words “fifteen (15) days,”: “(or three (3) days, in the case
of a prepayment in connection with the Primary Specified Transaction and five (5) days, in case of
a prepayment in connection with an Other Specified Transaction)”.



               (b) Mandatory Prepayments — Replacement Secured Financings. Section 2.5(a) is hereby amended
by adding the following proviso to the end of the first sentence thereof: “provided that
if the Replacement Secured Financing is also a Primary Specified Transaction or Other Specified
Transaction, the amount required to be prepaid pursuant to this Section 2.5(a) shall be limited to
the minimum amount, if any, necessary to be prepaid to satisfy the Primary Specified Transaction
Prepayment Condition (in the case of the Primary Specified
Transaction) or the Other Specified Transaction Prepayment Condition (in the case of an Other
Specified Transaction).”



               (c) Mandatory Prepayments — Asset Sales. Section 2.5(b) is hereby amended by adding the
following proviso to the end of the first paragraph thereof: “provided,



 









 




further, however that if the Asset Sale is also a Primary Specified Transaction or an Other Specified
Transaction, the amount required to be prepaid pursuant to this Section 2.5(b) shall be limited to
the minimum amount, if any, necessary to be prepaid to satisfy the Primary Specified Transaction
Prepayment Condition (in the case of the Primary Specified Transaction) or the Other Specified
Transaction Prepayment Condition (in the case of an Other Specified Transaction).”




               (d) Additional Obligors; Collateral. Section 5.8(d) is hereby amended by (i) adding the words
“or additional assets are being deposited or pledged in accordance with the definition of Other
Specified Transaction Prepayment Condition” immediately following the words “Section 5.8(c)” and
(ii) adding the words “or additional assets” immediately after the words “Cure Collateral” in the
second place those words appear in Section 5.8(d).



               (e) Permitted Liens — PDP Payments. Section 6.1(a)(ii) is hereby amended by adding the words
“engines, Flight Simulators and other Aircraft Related Equipment” immediately after the word
“aircraft” in clause (E) thereof.



               (f) Permitted Liens — Insurance and Requisition Proceeds; Standard Warranties. Section
6.1(a)(ii) is hereby further amended by (i) replacing the term “Aircraft” with the term “aircraft”
each place it appears in clause (H) thereof. In addition, Section 6.1(a)(iii) is hereby amended
and restated in its entirety as follows:




          “Liens on any insurance and requisition proceeds received with respect to any aircraft,
engine, Flight Simulator or other Aircraft Related Equipment and the benefit of all standard
warranties related thereto, in each case to the extent that the aircraft, engine, Flight
Simulator or other Aircraft Related Equipment does not constitute Collateral”.



               (g) Permitted Liens — Replacement Secured Financing. Section 6.1(a)(ix) is hereby amended by
deleting the words “with the Net Issue Proceeds of” and replacing such words with “in connection
with”.



               (h) Permitted Liens — Second Lien. Section 6.1(a)(xiii) is hereby amended and restated in
its entirety as follows:




          “Liens on any of the Collateral securing Indebtedness or other obligations so long as
they are junior to the Liens in favor of the Administrative Agent securing the Obligations
pursuant to an intercreditor agreement containing the terms set forth on Exhibit K, it being
understood and agreed that the Administrative Agent is authorized to execute and deliver
such an intercreditor agreement on behalf of itself, the



 









 




          Lenders and the other Secured Parties (without the need for any further consent or action by any Lender or any other
Secured Party)”.




               (i) Permitted Liens — No Restrictions on Subsidiary Distributions. Section 6.1(b) is hereby
amended by deleting the word “or” immediately before clause (v) thereof, and adding the following
after the end of clause (v) and before the phrase “, no Obligor will, nor will it permit any other
Obligor to, create or otherwise cause to exist any Payment Restriction with respect to any
Subsidiary of any Obligor”: “or (vi) for restrictions on property or assets subject to a Lien
permitted hereunder”.



               (j) Restricted Payments  — Prepayments. Section 6.3(g) is hereby amended by replacing the
word “Borrower” the first time it appears with the word “Obligors”.



               (k) Minimum Unrestricted Cash. Section 6.4(c) is hereby amended by adding the following
proviso immediately after “$1,250,000,000”: “; provided that the minimum amount of
Unrestricted Cash required to be maintained pursuant to this Section 6.4(c) shall be reduced on a
dollar-for-dollar basis for each dollar of the Loan prepaid in connection with a Specified
Transaction until the minimum Unrestricted Cash is $750,000,000, at which point there shall be no
further reductions”.



               (l) No Further Negative Pledge. Section 6.11 is hereby amended by (i) replacing the words
“Asset Sale” with the words “asset sale” in clause (a) thereof and (ii) adding the following
immediately after the words “Airbus Financing Letter Agreement” in clause (c) thereof: “, the
GECAS Financing”.



               (m) Asset Sales. Section 6.13 is hereby amended by adding the following sentence at the end
thereof: “Notwithstanding the foregoing, to the extent that any Specified Transaction is
structured as an Asset Sale, (i) the Borrower or any Obligor shall be permitted to consummate such
Asset Sale without regard to the provisions of this Section 6.13 so long as the applicable
Specified Transaction Prepayment Condition is satisfied and (ii) the Net Cash Proceeds received
from any such Asset Sale shall not count against the $250,000,000 cap in clause (i) of this Section
6.13.”



               (n) Events of Default — Cross Default. Section 7.1(b) is hereby amended by adding the words
“or the Barclays Financing” immediately after the words “Juniper Financing” each place they appear.



               (o) Events of Default — Default under Agreement. Section 7.1(c) is hereby amended and
restated in its entirety as follows:



 









 






          “(c) failure by an Obligor (1) to perform or comply with any term or condition
contained in Section 5.2, Section 5.10 or Article VI of this Agreement (other than Section
6.4) or (2) to perform or comply with the provisions set forth in Section 6.4(a), except
that, in the case of any such failure to perform or comply arising by reason of a
fluctuation in the value of all cash and other investments in accounts subject to the
Control Agreements referred to therein, no Event of Default shall occur unless such failure
to perform or comply shall not have been remedied or waived within 5 Business Days after the
date of such failure to perform or comply”.



               (p) Exhibit K. Exhibit K is hereby amended and restated in the form of Exhibit B hereto.



          Section 2.4 Amendments to the Security Agreement.




               (a) Excluded Assets — Aircraft Related Equipment. Clauses (i) and (ii) of the definition of
Excluded Assets are hereby amended and restated in their entirety as follows:




          (i) any aircraft, airframes, aircraft engines or propellers and parts and appliances
attached thereto, all spare parts and appliances relating to any aircraft, airframes,
aircraft engines or propellers, any rights of any Obligor as lessee, licensee, lessor or
licensor with respect to a lease or license of any of the foregoing any other assets
customarily securing Indebtedness used to acquire, finance or refinance such assets such as
all books, records, logs, manuals, data and inspection, modification and overhaul records,
related Intellectual Property (whether owned or leased) and, in the case of spare parts,
spare part tracking systems and any and all computer programs and inventory management
systems (including but not limited to all source codes and user interfaces associated
therewith as well as all date files used as input thereto and data files or other records
generated thereby) used to track and manage the location, use, and maintenance status of
spare parts and appliances and related purchase agreements and warranty rights and the like,
and all assets of the type specified in Sections 2.1(a) through (j) of the Aircraft
Mortgage, in each case whether now owned or hereafter acquired, including all Airframes,
Engines, Propellers and Spare Parts (each as defined in the Aircraft Mortgage);




          (ii) any Slots, Gates, Routes and Supporting Route Facilities (each as defined in the
Loan Agreement)` now held or owned or hereafter acquired by any of the Grantors;



               (b) Excluded Assets — Flight Simulators. Clause (vii) of the definition of Excluded Assets
is hereby amended and restated as follows:




          (vii) any Flight Simulator (other than any Flight Simulator described on part (a) of
Schedule I hereto and any other Flight Simulator specifically



 









 




identified and subjected to the Lien hereof pursuant to a supplement hereto) and, all replacements and substitutions
therefor and any other assets customarily securing Indebtedness used to acquire, finance or
refinance Flight Simulators, such as all records, logs and other documents and the like at
any time maintained with respect to the foregoing, all purchase agreements and warranty
rights with respect to any of the foregoing, all Intellectual Property embedded in or used
primarily with respect thereto, all rents, issues, profits, revenues and other income
therefrom, and all proceeds thereof.




               (c) Excluded Assets — Leased Property. Clause (viii) of the definition of Excluded Assets is
hereby amended by inserting the following immediately after the word “material” at the end thereof:
“and any fixtures and improvements located on the leased premises”.



               (d) Excluded Assets — Liens. The definition of Excluded Assets is hereby amended by deleting
the words “on the Closing Date” in clause (ix) thereof.



               (e) Excluded Assets — Tempe Property, CFCs, Aircraft Purchase Agreements, Aircraft Related
Equipment, Property Subject to Specified Transactions, Proceeds. (i) clause (xi) of the definition
of Excluded Assets is hereby amended by deleting the word “and” at the end thereof; (ii) clause
(xii) of the definition of Excluded Assets is hereby amended by replacing the period at the end
thereof with a semicolon; and (iii) the following new clauses (xiii) through (xviii) are added to
the definition of Excluded Assets:




          (xiii) the Tempe Property and any Investments permitted under Section 6.2(xiii) of
the Loan Agreement;




          (xiv) 35% of the Voting Stock of Subsidiaries of the Grantors that are CFCs;




          (xv) aircraft purchase agreements, engine purchase agreements, Flight Simulator
purchase agreements and, to the extent entered into after the Closing Date, other
agreements for the purchase of Aircraft Related Equipment, in each case which by their
terms are not assignable;




          (xvi) all property described in clause (ii) of the definition of Excluded Property
that is acquired after the Closing Date (other than Ground Service Equipment, it being
understood that Ground Service Equipment shall be included in Pledged Equipment and
shall constitute Collateral whether now owned or hereafter acquired);




 












 






               (xvii) from and after the consummation of a Specified Transaction, all property
sold, transferred, disposed of or pledged or financed in connection with such Specified
Transaction (and all subsequently acquired property of the same type) regardless of
whether such property remains subject to such Specified Transaction; and




               (xviii) Proceeds of the foregoing.



               (f) Flight Simulator. The definition of Flight Simulator is hereby amended and restated in
its entirety as follows:



          “Flight Simulators” has the meaning set forth in the Loan Agreement.




          Section 2.5 Amendments to the Aircraft Mortgage.




               (a) Grant of Security Interest. The proviso immediately following the first sentence of
Section 2.1 is hereby amended by inserting immediately following “Section 2.1,” the first time such
section reference appears: “(A) from and after the Third Amendment Effective Date, and without
limiting the definition of Engines or the provisions of Section 3.5(a) to (e) hereof, Collateral
shall not include any estate, right, title or interest of (x) US Airways (but, except as provided
in clause (y) and (z) below, shall continue to include the right, title and interest of each other
Grantor) in Spare Parts, Released Engines identified as being owned on Schedule V hereto by US
Airways (or formerly owned by America West Airlines, LLC) or any Contract Rights, Records,
insurance proceeds, condemnation proceeds or monies or securities related thereto, (y) PSA in
Released Engines identified as being owned on Schedule V hereto by PSA or any Contract Rights,
Records, insurance proceeds, condemnation proceeds or monies or securities related thereto and (z)
America West Airlines, LLC (formerly known as America West Airlines Inc.), if any, in Spare Parts
and or Released Engines formerly owned by it and currently owned by US Airways or any Contract
Rights, Records, insurance proceeds, condemnation proceeds or monies or securities, if any, related
thereto and (B)”.



               (b) Appendix A — Released Engines. The following new definitions are hereby added to
Appendix A in proper alphabetical order:



               “Released Engines” means the engines listed on Schedule V hereto.”



               (c) Schedule V. Schedule V is to be added to the Aircraft Mortgage in the form of Exhibit C
hereto.



 









 





ARTICLE III




LENDER CONSENT




     Each Lender executing a Lender Consent Letter and providing it to the Administrative Agent
hereby consents to and authorizes (a) this Amendment and the amendments to the Loan Agreement
contained herein, including the terms, conditions, and forms of the exhibits hereto, (b) the
amendments to the Security Agreement and Aircraft Mortgage contained herein, including the terms,
conditions and forms of the exhibits and schedules thereto, (c) the Administrative Agent to release
any Liens on assets not constituting Collateral or any assets sold, transferred, disposed of,
pledged or financed in any Specified Transaction, including after giving effect to this Amendment,
and to execute and file such documents, instruments and agreements (including releases under the
Aircraft Mortgage) necessary or desirable to effectuate such release and (d) the Administrative
Agent to execute and perform an intercreditor agreement on terms not inconsistent with those set
forth in Exhibit B hereto.



ARTICLE IV




REPRESENTATION AND WARRANTIES




          Section 4.1 Representations and Warranties. The Borrower represents and warrants to each of the parties
to the Loan Agreement that (a) the execution and delivery by the Borrower of this Amendment have
been duly authorized by the Borrower and, when executed and delivered, this Amendment 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, (b) no Default or Event of Default has occurred and is continuing on
the date hereof and (c) all written information that has been or will hereafter be made available
to the Administrative Agent, any Lender or any potential Lender by or on behalf of the Borrower,
its subsidiaries, any of its affiliates or any of their respective representatives in connection
with this Amendment in respect of the Borrower, its subsidiaries and its affiliates is and will be,
when taken as a whole and in light of the circumstances under which such information was provided,
complete and correct in all material respects at the time provided and does not and will not, when
taken as a whole and in light of the circumstances under which such information was provided, at
the time provided, contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not misleading in light of the
circumstances under which such statements were or are made; provided that with respect to projected
financial information contained in any such document or furnished to any party hereto by or on
behalf of the Borrower, the Borrower represents only that such information was prepared in good
faith based upon assumptions believed to be reasonable at the time, it being recognized that such
projections as to future events are not to be viewed as facts and that actual results during the
period or periods covered thereby may differ from the projected results.




 









 








ARTICLE V




EFFECTIVENESS




          Section 5.1 Effectiveness. This Amendment shall become effective upon the satisfaction of all of the
following conditions precedent (the date of satisfaction of such conditions being referred to
herein as the “Effective Date”):




               (a) The Administrative Agent shall have received a counterpart signature page of this
Amendment duly executed by each of the Obligors.



               (b) The Requisite Lenders shall have consented to this Amendment, by executing a Lender
Consent Letter.



               (c) The Primary Specified Transaction shall be consummated on the Effective Date immediately
following the effectiveness of this Amendment.



               (d) The Administrative Agent shall have received (i) reimbursement of its reasonable,
out-of-pocket expenses incurred in connection with this Amendment, (ii) for the account of each
Lender that provides a Lender Consent Letter on or before midnight New York time on October 17,
2008, an amendment fee equal to 1.5% of such Lender’s outstanding Loans as at 9:00 a.m. New York
time on the Effective Date (and prior to any prepayment of Loans made on such date), (iii) for the
account of each Lender that provides a Lender Consent Letter after midnight New York time on
October 17, 2008 and before 5:00 p.m. on October 20, 2008, an amendment fee equal to 0.75% of such
Lender’s outstanding Loans as at 9:00 a.m. New York time on the Effective Date (and prior to any
prepayment of Loans made on such date) and (iv) all other fees payable by the Borrower pursuant to
the Fee Letter, dated as of October 2, 2008, between Citigroup Global Markets Inc. and the
Borrower.



ARTICLE VI




MISCELLANEOUS




          Section 6.1 Miscellaneous. The Loan Agreement, the Security Agreement, the Aircraft Mortgage the SGR
Security Agreement and all other Loan Documents shall remain unchanged (except as provided in
Article II hereof) and in full force and effect. No amendments to the Security Agreement affect the
liens granted or purported to be granted or required to be granted under the Aircraft Mortgage, the
SGR Security Agreement or the Leasehold Mortgage, Security Agreement, Assignment of Rents and
Leases and Fixture Filing (Pennsylvania) dated as of March 21, 2007 among US Airways, Inc. and the
Administrative Agent. This Amendment 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 by signing




 









 







any such counterpart. This Amendment shall be governed by, and construed in accordance with, the
law of the State of New York. Each reference to the Loan Agreement, the Security Agreement and the
Aircraft Mortgage in the Loan Documents shall be deemed to be a reference to the Loan Agreement,
Security Agreement or Aircraft Mortgage (as applicable) as amended hereby.




[Remainder of page intentionally left blank]




 









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment 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	 	 
	 
	 	 	 	 	 	 
	 	 	US AIRWAYS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas T. Weir	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas T. Weir	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICA WEST AIRLINES, LLC (as successor to	 	 
	 	 	AMERICA WEST AIRLINES, INC.)	 	 
	 	 	
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas T. Weir	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas T. Weir	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	AMERICA WEST HOLDINGS, LLC (as successor to	 	 
	 	 	AMERICA WEST HOLDINGS CORPORATION)	 	 
	 	 		 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas T. Weir	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas T. Weir	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	MATERIAL SERVICES COMPANY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Caroline B. Ray	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Caroline B. Ray	 	 
	 

	 	Title:
	 	 Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	PSA AIRLINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Keith Houk	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Keith Houk	 	 
	 

	 	Title:
	 	 President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	PIEDMONT AIRLINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Caroline B. Ray	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Caroline B. Ray	 	 
	 

	 	Title:
	 	 Secretary	 	 






 









 






	 	 	 	 	 	 	 
	 	 	CITICORP NORTH AMERICA, INC.,	 	 
	 	 	as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James J. McCarthy	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	James J. McCarthy	 	 
	 

	 	Title:
	 	Managing Director and Vice President	 	 






 









 






Exhibit A




FORM OF LENDER CONSENT




CONSENT




Dated as of October ___, 2008




          Reference is hereby made to the $1,600,000,000 Loan Agreement dated as of March 23, 2007 (as
amended, modified and supplemented and in effect from time to time, the “Loan Agreement”),
by and among US Airways Group, Inc., as borrower, its subsidiaries from time to time party thereto,
the several lenders from time to time party therto and Citicorp North America, Inc., as
administrative agent and collateral agent (the “Agent”) for the Lenders. Capitalized terms
used but not defined herein have the meaning given to such terms in the Loan Agreement (as amended
by the Amendment).




          The undersigned, as a Lender under the Loan Agreement, hereby (a) consents to an Amendment to
Loan Agreement, Security Agreement and Aircraft Mortgage substantially in the form of Exhibit A
hereto (the “Amendment”) and consents to the execution, delivery and performance by the
Agent, on behalf of the Lender, of the Amendment, (b) authorizes the Agent to release any Liens on
assets not constituting Collateral or any assets sold, transferred, disposed of, pledged or
financed in any Specified Transaction, including after giving effect to the Amendment, and to
execute and file such documents, instruments and agreements (including releases under the Aircraft
Mortgage) necessary or desirable to effectuate such release or as more fully provided in Article
III of the Amendment and (c) the Agent to execute, deliver and perform an intercreditor agreement
on terms not inconsistent with those set forth in Exhibit B of the Amendment.




          This consent shall terminate and be of no further force or effect if the Effective Date of the
Amendment does not occur on or before November 14, 2008.




          Print Name of Institution:                                         




	 	 	 	 	 
	 	By         
               
                

     Title:

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A TO CONSENT




[see attached]





 









 








Exhibit B




EXHIBIT K




TERMS OF LIEN SUBORDINATION





	(i)	 	the Lenders will have exclusive rights to exercise, and a block on the ability of the lenders
under the second lien facility (the “Junior Lienholders”) to exercise lien-related rights and
remedies until after the expiration of a standstill period of 180 days and thereafter so long
as the Lenders have commenced the exercise of remedies;






	(ii)	 	the Junior Lienholders will not object to the amount, enforceability or priority of the
Lenders’ claims or liens and will acknowledge that the Lenders’ senior obligations for
purposes of the intercreditor agreement will include post petition interest, whether or not
allowed;






	(iii)	 	the Junior Lienholders will not object to (or support others in objecting to) a
“debtor-in-possession” financing or use of cash collateral;






	(iv)	 	the Junior Lienholders will not object to the Lenders’ adequate protection, nor will the
Junior Lienholders seek adequate protection in the form of cash payments without the consent
of the Lenders; provided that, Junior Lienholders shall be entitled to obtain replacement
liens on the Collateral if the Lender’s first obtain a replacement lien on such Collateral so
long as the Junior Lienholders’ lien is subordinate to the Lender’s lien on at least the same
terms hereof;






	(v)	 	the Junior Lienholders will not object, and will be deemed to have consented to (including
for purposes of Section 363(f) of the Bankruptcy Code), any sale or disposition of the
Collateral under the Loan Documentation consented to by the Lenders whether in a consensual
sale or disposition, upon enforcement of rights outside of bankruptcy, in any bankruptcy
proceeding or otherwise, and the Junior Lienholders will be deemed to have released their
liens on such assets (but shall retain their lien on the sale proceeds thereof subject to all
rights of the Lenders to such proceeds);





(vi)    the Junior Lienholders shall retain the same rights as any unsecured creditor;





	(vii)	 	the Lenders and the Junior Lienholders shall have separate grants of security and vote as
separate classes on any plan of reorganization in connection with any bankruptcy proceeding;






	(viii)	 	the documentation with respect to the second lien facility will not be amended in certain
respects without the consent of the Lenders; and






	(ix)	 	No provisions inconsistent with the terms of this Exhibit shall be included in any
documentation related to the Junior Lienholders’ facilities.




 









 











Exhibit C




SCHEDULE V




RELEASED ENGINES




SCHEDULE OF RELEASED ENGINES — PSA Airlines




	 	 	 	 	 
	Manufacturer	 	Model	 	Serial Number
	General Electric
	 	CF34-3B1
	 	E950494
	General Electric
	 	CF34-8C1
	 	E965668






SCHEDULE OF RELEASED ENGINES — US Airways




	 	 	 	 	 	 	 
	Manufacturer	 	Model	 	Serial Number
	Pratt & Whitney
	 	PW4168A
	 	 	733466	 
	Pratt & Whitney
	 	PW4168A
	 	 	733486	 
	Pratt & Whitney
	 	PW4168A
	 	 	733514	 
	Rolls Royce
	 	RB211-535E4
	 	 	30549	 
	Rolls Royce
	 	RB211-535E4
	 	 	30591	 
	Rolls Royce
	 	RB211-535E4
	 	 	30921	 
	Rolls Royce
	 	RB211-535E4
	 	 	31202	 
	Rolls Royce
	 	RB211-535E4
	 	 	31411	 
	Rolls Royce
	 	RB211-535E4
	 	 	31415	 
	Rolls Royce
	 	RB211-535E4
	 	 	31416	 
	CFM International
	 	CFM56-3B2
	 	 	720235	 
	CFM International
	 	CFM56-3B2
	 	 	721196	 
	CFM International
	 	CFM56-3B2
	 	 	721222	 
	CFM International
	 	CFM56-3B2
	 	 	722445	 
	CFM International
	 	CFM56-3B2
	 	 	724636	 
	General Electric
	 	CF6-80C2B2
	 	 	695424	 
	General Electric
	 	CF6-80C2B2
	 	 	695425	 
	CFM International
	 	CFM56-3B2
	 	 	720601	*
	CFM International
	 	CFM56-3B1
	 	 	720772	*
	CFM International
	 	CFM56-3B1
	 	 	720867	*
	CFM International
	 	CFM56-3B2
	 	 	721179	*
	CFM International
	 	CFM56-3B2
	 	 	721395	*
	Rolls Royce
	 	RB211-535E4
	 	 	30503	*
	IAE
	 	V2500-A1
	 	 	V0089	*
	IAE
	 	V2500-A1
	 	 	V0334	*
	IAE
	 	V2500-A1
	 	 	V0340	*
	IAE
	 	V2527-A5
	 	 	V10120	*






 









 






	 	 	 	 	 
	Manufacturer	 	Model	 	Serial Number
	IAE
	 	V2527-A5
	 	V10335*
	IAE
	 	V2527-A5
	 	V10516*
	IAE
	 	V2527-A5
	 	V10549*
	IAE
	 	V2527-A5
	 	V10642*
	IAE
	 	V2527-A5
	 	V10676*
	IAE
	 	V2524-A5
	 	V10783*
	IAE
	 	V2527-A5
	 	V10817*







 




* Formerly assets of America West Airlines, LLC (as successor to America West Airlines, Inc.)