EXHIBIT 10.6
EXECUTION COPY
AMENDMENT NO. 5 TO LOAN AGREEMENT
AMENDMENT NO. 5 TO LOAN AGREEMENT (this "Amendment") dated as of
December 28, 2004, by and among US Airways, Inc. (the "Borrower"), US Airways
Group, Inc. ("Group"), the Subsidiary Guarantors party hereto (the "Subsidiary
Guarantors"), Govco Incorporated, as Primary Tranche A Lender ("Govco"),
Citicorp North America, Inc., as Govco Administrative Agent (the "Govco
Administrative Agent"), the other Lenders from time to time party hereto, Bank
of America, N.A., as Agent for the Lenders (in such capacity, together with its
successors and permitted assigns, the "Agent"), Bank of America, N.A., as
Collateral Agent (in such capacity, together with its successors and permitted
assigns, the "Collateral Agent," and together with the Agent, the "Agents") and
the Air Transportation Stabilization Board (the "Board") created pursuant to the
Air Transportation Safety and System Stabilization Act (the "Act"), P.L. 107-42
(2001), as the same may be amended from time to time. Capitalized terms used in
this Amendment but not otherwise defined herein have the same meanings as
specified therefor in the Loan Agreement (as such term is defined herein).
WITNESSETH:
WHEREAS, the Borrower, Group, the Subsidiary Guarantors, the Board, the
Agents, the Lenders referred to therein, Bank of America, N.A. and Phoenix
American Financial Services Inc., as Loan Administrator, are parties to that
certain Loan Agreement dated as of March 31, 2003 (as amended, supplemented or
otherwise modified through the date hereof, the "Loan Agreement");
WHEREAS, on September 12, 2004 the Borrower, Group and certain of their
affiliates filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the Eastern District
of Virginia, Alexandria Division (the "Bankruptcy Court"), Case No. 04-13819
(the "Bankruptcy Case");
WHEREAS, pursuant to that certain Assignment and Acceptance dated as of
the date hereof, XX XXXX Trust, as successor Primary Tranche A Lender under the
Loan Agreement, has assigned all of its rights and obligations under the Loan
Agreement as Primary Tranche A Lender, including its interest in Tranche A of
the Loan, to Govco (the "Primary Tranche A Lender Assignment"), and the Board
has consented to the Primary Tranche A Lender Assignment;
WHEREAS, pursuant to that certain Assignment and Acceptance dated as of
the date hereof, Bank of America, N.A., as Alternate Tranche A Lender under the
Loan Agreement, has assigned all of its rights and obligations under the Loan
Agreement and the other Loan Documents as Alternate Tranche A Lender to
Citibank, N.A. (the "Alternate Tranche A Lender Assignment", and together with
the Primary Tranche A Lender Assignment, the "Assignments"), and the Board has
consented to the Alternate Tranche A Lender Assignment;
WHEREAS, in connection with the Assignments, Govco has requested that
the Loan Agreement be amended as hereinafter provided;
WHEREAS, by order of the Bankruptcy Court dated December 17, 2004, this
Amendment was authorized and approved; and
WHEREAS, the Board, the Agents and the Lenders are willing to amend the
Loan Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendments to Loan Agreement. As of the Fifth Amendment
Effective Date (as defined below), the Loan Agreement is hereby amended as
follows:
(a) Definitions.
(i) Section 1.1 of the Loan Agreement is hereby amended by
substituting "Citibank, N.A." for "Bank of America, N.A." in the definition of
"Alternate Tranche A Lender."
(ii) Section 1.1 of the Loan Agreement is hereby amended by
amending and restating the definition of "Board Guaranty" in its entirety as
follows:
"Board Guaranty" means the Guarantee Agreement dated as
of March 31, 2003 among Kitty Hawk Funding Corporation, as
Primary Tranche A Lender, Bank of America, N.A., as Alternate
Tranche A Lender, Bank of America, N.A., as Agent and a Tranche
B Lender, Retirement Systems of Alabama Holdings LLC, as a
Tranche B Lender, and the Board, as amended and restated
pursuant to that certain Amended and Restated Guarantee
Agreement, dated as of December 28, 2004, among Govco
Incorporated, as Primary Tranche A Lender, Citibank, N.A., as
Alternate Tranche A Lender, Bank of America, N.A., as Agent and
a Tranche B Lender, Retirement Systems of Alabama Holdings LLC,
as a Tranche B Lender, and the Board.
(iii) Section 1.1 of the Loan Agreement is hereby amended by
substituting "Govco Incorporated" for "XX XXXX Trust" in the definition of
"Primary Tranche A Lender" and deleting the words ", including any Eligible BofA
Conduit."
(iv) Section 1.1 of the Loan Agreement is hereby amended by
deleting the definition for "XX XXXX Administrative Trustee" and adding the
following new definition in the proper alphabetical order:
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"Govco Administrative Agent" means Citicorp North America, Inc.
(v) Section 1.1 of the Loan Agreement is hereby amended by
amending and restating in its entirety the definition of "Tranche A Applicable
Interest Rate" as follows:
"Tranche A Applicable Interest Rate" means for any Interest
Period a rate per annum equal to the sum of (A) the Primary Tranche A
Lender's weighted average cost (as defined below) related to the
issuance of commercial paper notes and other short-term borrowings or
the sale of participation interests (collectively, "Commercial Paper"),
which in each case have been allocated by the Primary Tranche A Lender
to Tranche A during such Interest Period, which rate includes related
issuance costs incurred by the Primary Tranche A Lender and (B) 0.30%
(such Tranche A Applicable Interest Rate to be calculated by the Govco
Administrative Agent and specified in a notice sent to the Borrower,
with a copy to the Agent and the Loan Administrator, at least five
Business Days prior to each Interest Payment Date on which the interest
so calculated is payable). As used in this definition, "weighted average
cost" of Commercial Paper means (i) the actual interest rate paid to
purchasers of Commercial Paper, (ii) the costs associated with the
issuance of the Commercial Paper, and (iii) other borrowings the Primary
Tranche A Lender may incur, including the amount to fund small or odd
dollar amounts that are not easily accommodated in the commercial paper
market. Notwithstanding the forgoing, if Tranche A is funded by or
assigned to any other entity pursuant to the provisions of this
Agreement (including without limitation, to the Alternate Tranche A
Lender), "Tranche A Applicable Interest Rate" means, for any Interest
Period, a rate per annum equal to LIBOR for such Interest Period plus
0.40% per annum.
(b) Amendments to Section 2.3.
(i) Section 2.3(a) of the Loan Agreement is amended by replacing the
chart set forth in such subsection with the following chart:
DATE REPAYMENT AMOUNT
October 1, 2006 $97,875,000.00
April 1, 2007 $97,875,000.00
October 1, 2007 $97,875,000.00
April 1 , 2008 $97,875,000.00
October 1, 2008 $97,875,000.00
April 1, 2009 $97,875,000.00
October 1, 2009 $58,561,098.76
(ii) Section 2.3(b) of the Loan Agreement is amended by replacing the
chart set forth in such subsection with the following chart:
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DATE REPAYMENT AMOUNT
October 1, 2006 $10,875,000.00
April 1, 2007 $10,875,000.00
October 1, 2007 $10,875,000.00
April 1 , 2008 $10,875,000.00
October 1, 2008 $10,875,000.00
April 1, 2009 $10,875,000.00
October 1, 2009 $6,506,788.75
(c) Amendment to Section 2.9. Section 2.9 of the Loan Agreement is
hereby amended by deleting the text in clause (i)(B) of subsection (g) thereof
and inserting in its place "[intentionally omitted]."
(d) Amendments to Section 2.10.
(i) Section 2.10(e) of the Loan Agreement is hereby amended by
amending and restating the first full sentence thereof in its entirety as
follows:
"In addition to all amounts required to be paid by the Borrower
pursuant to Section 2.7 but without duplication of any amounts payable
under Section 2.10(f), the Borrower shall compensate each Lender upon
demand, for all losses, expenses and liabilities (including any loss or
expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender or the termination of
any other financial arrangement it may have entered into to fund or
maintain or support such Lender's portion of the Loan, but excluding
Taxes) which that Lender may sustain (i) if for any reason the proposed
Borrowing does not occur on a date specified therefor in the Notice of
Borrowing given by a Borrower in accordance with this Agreement, (ii)
subject to the Borrower's right to utilize the Prepayment Breakage
Avoidance Procedure, if for any reason any portion of the Loan is
prepaid (including mandatorily pursuant to Section 2.6 or this Section
2.10) on a date which is not the last day of the applicable Interest
Period or (iii) as a consequence of any failure by a Borrower to repay
any portion of the Loan when required by the terms hereof."
(ii) Section 2.10 of the Loan Agreement is hereby amended by
amending and restating subsection (f) thereof in its entirety as follows:
"(f) Primary Tranche A Lender Prepayment Compensation. In
connection with all prepayments under Sections 2.5, 2.6 and 2.10(d), if
the Primary Tranche A Lender is the Tranche A Lender, the Borrower shall
pay to the Primary Tranche A Lender within 10 Business Days of demand an
amount equal to (i) the amount of yield that the Primary Tranche A
Lender is required to pay to holders of its Commercial Paper during the
Liquidation Period (as defined below) on an amount of Commercial Paper
having an aggregate issue price equal to the amount of the Borrower's
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prepayment less (ii) the amount of the investment earnings, if any,
received as reasonably determined by the Govco Administrative Agent, on
the prepayment amount during the Liquidation Period. As used herein,
"Liquidation Period" means the period from the date on which a
prepayment is made to the date on which the Primary Tranche A Lender's
total amount of Commercial Paper related to the funding of Tranche A is
reduced (without prepayment thereof) by an amount equal to the amount of
the Borrower's prepayment."
(e) Amendments to Section 9.7. Section 9.7 of the Loan Agreement is
hereby amended by (A) inserting the following words after the second proviso at
the end of the first sentence thereof: "as actually and finally determined by a
final, non-appealable judgment of a court of competent jurisdiction and only to
the extent of direct (as opposed to special, indirect, consequential or
punitive) damages", and (B) inserting the words "(except in the case of the
Primary Tranche A Lender, Citibank, N.A.)" after the words "each Lender" in the
second sentence thereof on the sixth line from the bottom.
(f) Amendment to Section 9.8 of the Loan Agreement. Section 9.8 of the
Loan Agreement is hereby amended by amending and restating such Section in its
entirety as follows:
Section 9.8. Successor Agent and Collateral Agent. Each of the
Agent and the Collateral Agent may resign at any time by giving written
notice thereof to the Lenders, the Board, the Loan Administrator and the
Borrower and may be removed at any time with or without cause by the
Board. Any such resignation or removal shall be effective upon
appointment and acceptance of a successor Agent or Collateral Agent, as
applicable, in accordance with this Section 9.8. Upon any such
resignation or removal, the Borrower shall have the right to appoint a
successor agent, subject to confirmation by the Board and the Lenders.
If no successor agent shall have accepted such appointment within sixty
(60) days after the retiring Agent's or Collateral Agent's, as
applicable, giving of notice of resignation or the Board's removal of
the Agent or the Collateral Agent, the Agent or the Collateral Agent, as
applicable, may appoint a successor Agent or Collateral Agent, as
applicable, who shall be willing to accept such appointment. Each
successor agent appointed hereunder shall be a commercial bank organized
under the laws of the United States of America or of any State thereof
and shall have a combined capital and surplus of at least
$1,000,000,000. Upon the acceptance of any appointment as Agent or
Collateral Agent hereunder by a successor Agent or Collateral Agent,
such successor Agent or the Collateral Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of
the retiring or removed Agent or Collateral Agent, and the retiring or
removed Agent or Collateral Agent shall be discharged from its duties
and obligations as agent under this Agreement. After any Agent's or
Collateral Agent's resignation or removal hereunder as Agent or
Collateral Agent, as applicable, the provisions of this Article IX shall
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inure to its benefit as to any actions taken or omitted to be taken by
it while it was Agent or Collateral Agent under this Agreement.
(g) Amendments to Section 11.1.
(i) Section 11.1(a)(i) of the Loan Agreement is hereby amended
by (i) deleting the word "and" at the end of subclause (4), (ii) inserting ";
and" in place of the period at the end of subclause (5), and (iii) inserting a
new subclause (6) to read as follows:
"(6) modify the application of payments to the Loan under
Section 2.9."
(ii) Section 11.1(a)(ii) of the Loan Agreement is hereby amended
by amending and restating clause (C) thereof in its entirety as follows:
"(C) Citicorp North America, Inc., as Govco Administrative Agent
and Citibank, N.A., so long as the Primary Tranche A Lender or the
Alternate Tranche A Lender, respectively, continues to hold more than
50% of the principal amount of Tranche A Notes; and".
(h) Amendment to Section 11.2. Section 11.2(a) of the Loan Agreement is
hereby amended by (A) deleting the words "an Eligible BofA Conduit," in clause
(iv) thereof, (B) deleting the words "and except for an assignment by the
initial Primary Tranche A Lender to an Eligible BofA Conduit" in clause (vi)
thereof, (C) amending and restating clause (iii) in the second to last sentence
thereof to read as follows: "for so long as Bank of America, N.A. serves as
Agent hereunder, it shall hold at all times and shall not be entitled to assign
at least 5% of the aggregate outstanding principal amount of Tranche B of the
Loan", and (D) deleting the last full sentence thereof.
(i) Amendments Reflecting Replacement of Primary Tranche A Lender and
Alternate Tranche A Lender. Each reference in the Loan Agreement and the other
Loan Documents to "XX XXXX Administrative Trustee" is hereby amended to read
"Govco Administrative Agent". As of the Fifth Amendment Effective Date, Bank of
America, N.A. as the XX XXXX Administrative Trustee shall no longer be a party
to the Loan Agreement. Each reference in the Loan Agreement and the other Loan
Documents to "XX XXXX Trust" is hereby amended to read "Govco Incorporated".
Each reference in the Loan Agreement and the other Loan Documents to "Bank of
America, N.A." in its capacity as Alternate Tranche A Lender is hereby amended
to read "Citibank, N.A.".
SECTION 2. Interest Payment. On the Fifth Amendment Effective Date, the
Borrower shall pay all accrued and unpaid interest through but excluding such
date in respect of Tranche A of the Loan as if such date were an Interest
Payment Date under the Loan Agreement, other than the additional 2% in interest
payable under Section 2.7(c) of the Loan Agreement (which shall be payable on
the next regularly scheduled Interest Payment Date under the Loan Agreement).
The interest rate applicable to such period shall be the Tranche A Applicable
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Interest Rate for such period (without giving effect to the provisions of this
Amendment) as calculated by the XX XXXX Administrative Trustee and specified in
a notice sent to the Borrower in writing (with a copy to the Agent and the Loan
Administrator) at least one (1) Business Day prior to such date. Such interest
shall be paid by the Borrower to XX XXXX Trust, as assigning Primary Tranche A
Lender, pursuant to payment instructions provided by XX XXXX Trust to the
Borrower on or prior to the Fifth Amendment Effective Date. Except to the extent
of interest actually paid by the Borrower on the Fifth Amendment Effective Date
in accordance with this Section, the foregoing shall not affect or limit the
Borrower's obligation to pay interest on the next regularly scheduled Interest
Payment Date under the Loan Agreement, including accrued and unpaid interest on
Tranche A of the Loan for the period from and including the Fifth Amendment
Effective Date to the next Interest Payment Date, accrued and unpaid interest on
Tranche B of the Loan and the additional 2% in interest payable under Section
2.7(c) of the Loan Agreement. For the avoidance of doubt, interest on Tranche A
of the Loan accruing from (and including) the Fifth Amendment Effective Date to
the next Interest Payment Date shall be payable by the Borrower to the Agent for
the account of Govco, as the Primary Tranche A Lender, or Citibank, N.A., as the
Alternate Tranche A Lender, as the case may be, and such interest shall accrue
at the Tranche A Applicable Interest Rate for such period (after giving effect
to the provisions of this Amendment) and calculated by the Govco Administrative
Agent. The Govco Administrative Agent shall provide a written notice to the
Borrower (with a copy to the Agent and the Loan Administrator) at least one (1)
Business Day prior to such Interest Payment Date specifying the Tranche A
Applicable Interest Rate for such period and the amount of interest due on such
Interest Payment Date.
SECTION 3. Conditions of Effectiveness. This Amendment shall become
effective on the date set forth above (the "Fifth Amendment Effective Date")
subject to the satisfaction of the following conditions precedent:
(a) each of the parties hereto shall have received executed counterparts
of this Amendment duly executed and delivered by the parties hereto;
(b) the Assignments shall have been duly executed and delivered by the
parties thereto and consented to by the Board, the Assignee shall have delivered
to the Assignor the purchase price as described therein and the Assignments
shall have become effective pursuant to their terms;
(c) the Bankruptcy Court shall have entered a final non-appealable order
approving this Amendment and the transactions contemplated hereby;
(d) the Board shall have issued its Amended and Restated Guarantee
Agreement in form and substance satisfactory to Govco and Citibank, N.A.;
(e) each of Govco, Citicorp North America, Inc. and Citibank, N.A. shall
have received the opinions of (i) Xxxxxxxxxx Xxxx, Legal Counsel to the Board,
and (ii) Xxxxxx, Xxxxxx-Xxxxxxx, Colt & Mosle LLP, special counsel to the Air
Transportation Stabilization Board, each in form and substance satisfactory to
them; and
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(f) each of Govco and Citibank, N.A. shall have received a true and
complete copy of all Loan Documents and the original Tranche A Note.
SECTION 4. Consent to Execution. By their respective signatures hereto,
each of the parties hereto consents to the execution of this Amendment.
SECTION 5. Representations and Warranties. Each of Group and the
Borrower represents and warrants to each other party hereto (excluding any other
Obligors) that: (a) it has all requisite corporate power and authority to enter
into this Amendment and to carry out the transactions contemplated hereby, (b)
it has duly authorized by all necessary corporate action the execution, delivery
and performance of this Amendment, and (c) this Amendment and the Loan Agreement
as amended hereby are the valid and binding obligations of each of Group and the
Borrower, enforceable against it in accordance with its respective terms, except
as may be limited by (1) bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws relating to or affecting the
enforcement of creditors' rights generally, including materiality,
reasonableness, good faith and fair dealing, and by general principles of equity
(regardless of whether considered in a proceeding in equity or at law), and (2)
any order of the Bankruptcy Court including, without limitation, that certain
Final Order (i) Authorizing Debtors' Use of Cash Collateral and (ii) Providing
Adequate Protection Pursuant To Bankruptcy Rules 4001(b) and 4001(d) dated
October 14, 2004 entered by the Bankruptcy Court in the Bankruptcy Case. Each of
Group and the Borrower further represents and warrants to Govco, as Primary
Tranche A Lender, and Citibank, N.A., as Alternate Tranche A Lender, that,
except as set forth on Exhibit A, it has delivered to each of them a true and
complete copy of each Loan Document as in effect on the date hereof, an accurate
list of which is set forth on Exhibit A hereto, and there are no amendments,
modifications, supplements, waivers or consents to such Loan Documents other
than as set forth on Exhibit A hereto, and such Loan Documents constitute the
complete agreement of the parties thereto with respect to the subject matter
thereof.
SECTION 6. Reference to and Effect on the Loan Documents.
(a) On and after the Fifth Amendment Effective Date, each reference in
the Loan Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Loan Agreement, and each reference in the other Loan
Documents to "the Loan Agreement", "thereunder", "thereof" or words of like
import referring to the Loan Agreement, shall mean and be a reference to the
Loan Agreement as amended by this Amendment.
(b) Notwithstanding anything contained in this Amendment, the terms of
this Amendment are not intended to and do not serve to effect a novation as to
the Loan Agreement. The parties to this Agreement expressly do not intend to
extinguish the Loan Agreement. Instead, it is the express intention of the
parties to this Amendment to reaffirm the obligations created under the Loan
Agreement. Each of the Loan Agreement, as amended hereby, the other Loan
Documents and the Board Guaranty (as amended and restated) remains in full force
and effect and the terms and provisions of the Loan Agreement, as amended
hereby, the other Loan Documents and the Board Guaranty (as amended and
restated) are hereby ratified and confirmed.
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SECTION 7. Consent of Guarantor; Confirmation of Guaranty. Each of Group
and the Subsidiary Guarantors hereby consents to this Amendment and hereby
confirms and agrees that (a) notwithstanding the effectiveness of this
Amendment, the Guaranty is, and shall continue to be, in full force and effect
and is hereby ratified and confirmed in all respects, except that, on and after
the effectiveness of this Amendment, each reference in the Guaranty to the
"Agreement", "thereunder", "thereof" or words of like import referring to the
Loan Agreement shall mean and be a reference to the Loan Agreement as amended by
this Amendment, and (b) the Collateral Document to which it is a party and all
of the Collateral described therein do, and shall continue to, secure the
payment of all of the Secured Obligations (in each case, as defined therein).
SECTION 8. Costs; Expenses. The Borrower agrees to pay on demand all
reasonable costs and expenses of the Board, the Agents, and the Lenders in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and
documents to be delivered hereunder (including, without limitation, the
reasonable fees and expenses of counsel for the Board, the Agents, and the
Lenders) in accordance with the terms of Section 11.3 of the Loan Agreement.
SECTION 9. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 10. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK; PROVIDED, THAT IN THE EVENT THE BOARD BECOMES
A LENDER PURSUANT TO THE BOARD GUARANTY, THE RIGHTS AND OBLIGATIONS OF THE BOARD
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE FEDERAL
LAW OF THE UNITED STATES OF AMERICA, IF AND TO THE EXTENT SUCH FEDERAL LAW IS
APPLICABLE, AND OTHERWISE IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
SECTION 11. Release. The Obligors further acknowledge and agree that
they have no claims, counterclaims, offsets or defenses to the Loan Documents or
any transaction related thereto or the performance of the Obligors' obligations
thereunder. To the extent the Obligors have any such claims, counterclaims,
offsets or defenses to the Loan Documents or any transaction related thereto or
the performance of the Obligors' obligations thereunder, the same are hereby
waived, relinquished and released in consideration of the Board's, the Lender's
and the Agents' execution and delivery of this Amendment.
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SECTION 12. Waiver. The Obligors hereby waive their right to contest or
object to (i) the Assignments and (ii) an assignment by the Tranche A Lender to
the Board of all or any portion of the Tranche A Lender's right, title and
interest in and to Tranche A of the Loan, as provided in Section 4.03 of the
Board Guaranty, in connection with a payment by the Board to the Tranche A
Lender thereunder.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
US AIRWAYS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
US AIRWAYS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
________________________
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
MATERIAL SERVICES COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxx
________________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President
PSA AIRLINES, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
________________________
Name: Xxxxxxxxx X. Xxxxxx
Title: Secretary
PIEDMONT AIRLINES, INC.
By: /s/ Xxxxx X. Xxxxxx
________________________
Name: Xxxxx X. Xxxxxx
Title: Vice President Administration
By: /s/ Xxxxxxx Xxxxxx
________________________
Name: Xxxxxxx Xxxxxx
Title: Vice President - Flight Operations
GOVCO INCORPORATED,
as Primary Tranche A Lender
By: Citicorp North America, Inc., as its
attorney-in-fact and administrative agent
By: /s/ Xxxxxxx Xxxxxx
_________________________
Name: Xxxxxxx Xxxxxx
Title: Vice President, Structured
Portfolio Management
CITIBANK, N.A.,
as Alternate Tranche A Lender
By: /s/ Rukmini Roi
_________________________
Name: Rukmini Roi
Title: Vice President, Global Project &
Structured Trade Finance
BANK OF AMERICA, N.A.,
as a Tranche B Lender
By: /s/ Xxxxx XxXxxxxxx
_________________________
Name: Xxxxx XxXxxxxxx
Title: Senior Vice President
BANK OF AMERICA, N.A.,
as Agent and Collateral Agent
By: /s/ Xxxxx XxXxxxxxx
____________________________
Name: Xxxxx XxXxxxxxx
Title: Senior Vice President
CITICORP NORTH AMERICA, INC.,
as Govco Administrative Agent
By: /s/ Xxxxxxx Xxxxxx
_____________________________
Name: Xxxxxxx Xxxxxx
Title: Vice President, Structured
Portfolio Management
RETIREMENT SYSTEMS OF
ALABAMA HOLDINGS LLC,
as a Tranche B Lender
By: /s/ Xxxxx X. Xxxxxxx
_________________________
Name: Xxxxx X. Xxxxxxx
Title: Manager
AIR TRANSPORTATION
STABILIZATION BOARD
By: /s/ Xxxx X. Xxxxxx
____________________________
Name: Xxxx X. Xxxxxx
Title: Executive Director
EXHIBIT A
LIST OF LOAN DOCUMENTS
