EXHIBIT 2.1
FIRST AMENDMENT
TO THE
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT is made as of December 14, 2000 (the "Amendment"),
by and among UAL Corporation, a Delaware corporation ("Parent"), Yellow
Jacket Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Parent ("Sub"), and US Airways Group, Inc., a Delaware
corporation (the "Company").
WHEREAS, Parent, Sub and the Company entered into an Agreement and
Plan of Merger (the "Agreement"), dated as of May 23, 2000; and
WHEREAS, pursuant to Section 7.03 of the Agreement, the parties
hereto desire to amend certain provisions of the Agreement as specified
herein.
NOW, THEREFORE, in consideration of the mutual promises and
agreements herein made and intending to be legally bound hereby, the
parties hereby agree to amend the Agreement as follows (capitalized terms
used herein without definition shall have the same meanings as set forth in
the Agreement):
SECTION 1
AMENDMENTS
INSERTION OF NEW SUBSECTION (C) OF SECTION 6.03. Section 6.03 of
the Agreement is hereby amended by inserting therein-new Subsection (c) as
follows:
"(c) Assumption by Parent of Collective Bargaining
Agreements. Parent shall have provided evidence satisfactory to the Company
that, effective as of the Closing Date, it will:
(i) assume and agree to be bound by all terms of the
collective bargaining agreement between the Principal
Operating Sub and the Air Line Pilots Association
existing on the Closing Date, including but not
limited to an obligation under Section 1(c)2 thereof
to provide the Principal Operating Sub's pilots with
a seniority integration governed by the Air Line
Pilots Association merger policy.
(ii) assume and agree to be bound by all terms of the
collective bargaining agreement between the Principal
Operating Sub and the Association of Flight
Attendants existing on the Closing Date.
(iii) assume and agree to be bound by the provision
in Article 2(b) of the collective bargaining
agreement between the Principal Operating Sub and the
Communications Workers of America existing on the
Closing Date which guarantees that the Principal
Operating Sub's employees covered by said collective
bargaining agreement shall be provided seniority
integration procedures of Sections 3 and 13 of the
Allegheny-Mohawk Labor Protective Provisions.
(iv) agree to cause the Principal Operating Sub to
honor and comply with all terms of its collective
bargaining agreements existing on the Closing Date.
SECTION 2
MISCELLANEOUS
(a) REFERENCE TO AND EFFECT ON THE AGREEMENT.
(i) On and after the date hereof, each reference in the Agreement
to "this Agreement", "hereunder", "herein" or words of like import
referring to the Agreement shall mean and be a reference to the provisions
of the Agreement as amended hereby.
(ii) Except as specifically amended by this Amendment, the
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
(b) COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other parties.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned hereto have caused this
Amendment to the Agreement to be signed by their respective officers
thereunto duly authorized, all as of the date first written above.
UAL CORPORATION
By: /s/ Francesca M. Maher
------------------------------------
Name: Francesca M. Maher
Title: Senior Vice President, General
Counsel and Secretary
YELLOW JACKET ACQUISITION CORP.
By: /s/ Francesca M. Maher
-----------------------------------
Name: Francesca M. Maher
Title: Vice President and Secretary
US AIRWAYS GROUP, INC.
By: /s/ Lawrence M. Nagin
-----------------------------------
Name: Lawrence M. Nagin
Title: Executive Vice President, Corporate
Affairs and General Counsel
