exhibit10_64a.htm


     

     

    
      	
              EXHIBIT
      10.64(a)

            


    

     

    AMENDMENT
TO

    CREDIT
AGREEMENT

     

        This
AMENDMENT TO THE CREDIT AGREEMENT dated as of December 19, 2008 (this “Amendment”) with
respect to that certain Credit Agreement dated as of October 20, 2008, between
US AIRWAYS, INC., a Delaware corporation (the “Borrower”) and
REPUBLIC AIRWAYS HOLDINGS INC. (the “Lender”) (the “Credit
Agreement”).

     

    
    

     

    
      	W I T N E S S E T H:


    

     

     

        WHEREAS, the
Borrower and the Lender have agreed to modify a certain definition in the Credit
Agreement in order to rectify a clerical error in the original
definition.

     

        NOW,
THEREFORE, in consideration of the premises herein contained and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:

     

        1. Defined
Terms.  Unless otherwise noted herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

     

        2. Amendment to Section 1.1 of
the Credit Agreement (Defined Terms).

     

    Section 1.1
of the Credit Agreement is hereby amended by amending and restating the
following definition as follows:

     

        “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, July 31, 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, July 31, 2010, October
31, 2010, January 31, 2011, April 30, 2011, July 31, 2011 and October 31,
2011.”

     

        3. GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

        4. Miscellaneous.  This
Amendment 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. This Amendment may be
delivered by facsimile transmission of the relevant signature pages
hereof.

     

    [SIGNATURE
PAGES FOLLOW]

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

     

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

     

     

     

    
      
        	 	US AIRWAYS,
    INC.,	 
	 	as
      Borrower	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Dion
      Flannery, VP US Airways	 
	 	 	Name:
      Dion Flannery 	 
	 	 	Title: Vice
      President 	 
	 	 	 	 


      

    

     

     

    
      
        	 	REPUBLIC AIRWAYS HOLDINGS
      INC.,	 
	 	as
      Lender	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Bryan
      Bedford	 
	 	 	Name:
      Bryan Bedford 	 
	 	 	Title:
      President