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LCC > SEC Filings for LCC > Form 8-K on 13-Dec-2012All Recent SEC Filings

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Form 8-K for US AIRWAYS GROUP INC


13-Dec-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial O


Item 1.01 Entry into a Material Definitive Agreement.

On December 13, 2012, US Airways, Inc. (the "Company"), Wilmington Trust Company, as subordination agent and pass through trustee under certain pass through trusts newly formed by the Company (the "Trustee"), Wilmington Trust, National Association, as escrow agent under the Escrow Agreements (as defined below), and Wilmington Trust Company, as paying agent under the Escrow Agreements, entered into the Note Purchase Agreement, dated as of December 13, 2012 (the "Note Purchase Agreement"). The Note Purchase Agreement provides for future issuance by the Company of equipment notes in the aggregate amount of $546,184,000 (the "Equipment Notes") to finance the purchase of eleven
(11) Airbus aircraft scheduled to be delivered from May 2013 to October 2013 (collectively, the "Aircraft"). The payment obligations of the Company under the Equipment Notes are fully and unconditionally guaranteed by US Airways Group, Inc. Pursuant to the Note Purchase Agreement, at the financing of each Aircraft, the Trustee will purchase Equipment Notes issued under a Trust Indenture and Security Agreement (each, an "Indenture" and, collectively, the "Indentures") with respect to such Aircraft to be entered into by the Company and Wilmington Trust Company, as indenture trustee.

Each Indenture contemplates the issuance of Equipment Notes in two series:
Series A, bearing interest at the rate of 4.625% per annum, and Series B, bearing interest at the rate of 6.750% per annum, in the aggregate principal amount (once all the Equipment Notes have been issued) equal to $418,113,000, in the case of Series A, and $128,071,000, in the case of Series B. The Equipment Notes will be purchased by the Trustee, using the proceeds from the sale of Pass Through Certificates, Series 2012-2, Class A and Class B (collectively, the "Certificates" and each class of the Certificates, a "Class").

Pending the purchase of the Equipment Notes, the proceeds from the sale of the Certificates of each Class were placed in escrow by the Trustee pursuant to an Escrow and Paying Agent Agreement, dated as of December 13, 2012, among Wilmington Trust, National Association, as escrow agent, Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several underwriters, and Wilmington Trust Company, as pass through trustee and as paying agent (each, an "Escrow Agreement" and, collectively, the "Escrow Agreements"). The escrowed funds were deposited with Landesbank Hessen-Thüringen Girozentrale, under a Deposit Agreement corresponding to each Class of Certificates.

The interest on the Equipment Notes and the escrowed funds is payable semiannually on each June 3 and December 3, beginning on June 3, 2013. The principal payments on the Equipment Notes are scheduled on June 3 and December 3 in certain years, beginning on December 3, 2013. The final payments will be due on June 3, 2025, in the case of the Series A Equipment Notes, and June 3, 2021, in the case of the Series B Equipment Notes. Maturity of the Equipment Notes may be accelerated upon the occurrence of certain Events of Default, including failure by the Company (in some cases after notice or the expiration of a grace period, or both) to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving the Company. The Equipment Notes issued with respect to each Aircraft will be secured by a lien on such Aircraft and will also be cross-collateralized by the other Aircraft financed pursuant to the Note Purchase Agreement.

The Certificates were registered for offer and sale pursuant to the Securities Act of 1933, as amended (the "Securities Act"), under the Company's automatic shelf registration statement on Form S-3 (File No. 333-181718) (the "Registration Statement"). For a more detailed description of the agreements and instruments entered into by the Company with respect to the Certificates, see the disclosure under the captions "Description of the Certificates", "Description of the Deposit Agreements", "Description of the Escrow Agreements", "Description of the Liquidity Facilities", "Description of the Intercreditor Agreement", "Description of the Equipment Notes" and "Underwriting" contained in the Company's final Prospectus Supplement offering the Class A and Class B Certificates, dated November 29, 2012 (the "Prospectus Supplement"), to the Prospectus, dated May 25, 2012, filed with the Securities and Exchange Commission on December 3, 2012, pursuant to Rule 424(b) under the Securities Act, which disclosure is hereby incorporated herein by reference.

This Current Report is also being filed for the purpose of filing as exhibits to the Registration Statement the documents listed in Item 9.01 below, which are hereby incorporated by reference in the Registration Statement.



Item 2.03 Creation of Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The Exhibit Index attached to this Current Report is hereby incorporated by reference. The documents listed on the Exhibit Index are filed as Exhibits with reference to the Registration Statement. The Registration Statement and the final Prospectus Supplement, dated November 29, 2012, to the Prospectus, dated May 25, 2012, relate to the offering of the Class A and Class B Certificates.


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