14 March 1997
USAir Group Inc.,
Crystal Park Four,
0000, Xxxxxxx Xxxxx,
Xxxxxxxxx,
Xxxxxxxx 00000,
XXX
Attention: Xxxxxxxx X. Xxxxx, General Counsel
Dear Xx. Xxxxx,
This letter constitutes notice, pursuant to Section 7.2
of the Investment Agreement between USAir Group, Inc.
("USAir") and British Airways Plc ("BA") dated as of 21
January 1993, as amended (the "Investment Agreement"),
that BA's wholly-owned subsidiary, BritAir Acquisition
Corp. Inc. ("BritAir"), intends to sell in one or more
underwritten public offerings or privately negotiated
transactions all of the 9,919.8 shares of Series T-2
Cumulative Convertible Exchangeable Senior Preferred
Stock ("Series T-2 Preferred Stock") of USAir which are
owned by XxxxXxx. Any such underwritten public offering
will constitute a Permitted Offering as defined in
Section 7.1(b) of the Investment Agreement.
The Offer Price (as calculated pursuant to clauses
(ii)(B) and (iii)(B) of the third sentence of Section 7.2
of the Investment Agreement) is $10,037.88 per share of
Series T-2 Preferred Stock. Pursuant to Section 7.2 of
the Investment Agreement, USAir has until 14 May, 1997 to
give notice to BA that USAir elects to purchase the
Series T-2 Preferred Stock as to which an Offer Price has
been established by the letter. If USAir fails to give
such notice by such date, BritAir will be free to
complete the proposed sale of the Series T-2 Preferred
Stock in accordance with the terms of Section 7.2 of the
Investment Agreement.
In order to comply with the notice provisions of the
Investment Agreement, BA is sending a copy of this letter
to Xxxxx Xxxxxxxx at the address specified in the absence
of a formal designation of other counsel to receive
notices as well as to Xxxxx Xxxxxx.
Yours very truly
/s/ Xxxxx Xxxxxxx
XXXXX XXXXXXX
