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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: January 18, 1994
USAir Group, Inc.
USAir, Inc.
Delaware
(State of Incorporation of Registrants)
Commission File Numbers:
USAir Group, Inc. 54-1194634
USAir, Inc. 53-0218143
(I.R.S. Employer Identification Numbers)
2345 Crystal Drive, Arlington, VA 22227
(Address of principal executive offices)
(703) 418-5306 (USAir Group, Inc.)
(703) 418-7000 (USAir, Inc.)
(Registrants' telephone numbers including area code)
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Item 5. Other Events
On December 21, 1993, USAir Group, Inc. (the "Company")
entered into a waiver agreement (the "Waiver Agreement") with the
banks that are party to its revolving credit facility (the
"Credit Agreement") to waive compliance by the Company, during
the period October 1 through December 31, 1993, with the coverage
ratio test under the Credit Agreement. For the quarter ended
December 31, 1993, the coverage ratio test (the "Coverage
Covenant") requires that, on a consolidated basis, the ratio of
(X) the sum of (i) pre-tax income, as defined in the Credit
Agreement, (ii) depreciation, (iii) amortization, (iv) interest expense,
(v) operating lease expense and (vi) severance expense to (Y)
the sum of (i) interest expense, (ii) operating lease expense and
(iii) dividends not be less than 1.00:1. Without this waiver, the
Company would have violated the coverage ratio test on December 31, 1993.
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The Waiver Agreement also waives compliance by the Company,
during the period December 21, 1993 through September 30, 1994,
with another covenant under the Credit Agreement which restricts
to $300 million the amount of unsecured debt, as defined under
the Credit Agreement and not otherwise permitted under the Credit
Agreement ("Unsecured Debt"), that the Company and its
subsidiaries can incur, provided that Unsecured Debt does not
exceed $620 million. Without this waiver, the Company
anticipates that it would violate this covenant.
On December 21, 1993, USAir, Inc. ("USAir"), the principal
operating subsidiary of the Company, obtained a waiver of USAir's
compliance with the Coverage Covenant, which is also included in
USAir's agreement to sell, on a revolving basis, certain of its
accounts receivables, on the same terms as described above with
respect to the Waiver Agreement.
Item 7. Financial Statements and Exhibits
Designation Description
- ----------- -----------
99 Third Waiver dated as of December
21, 1993 among USAir Group, Inc. and
the banks party to the Credit
Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrants have duly caused this report to be
signed on their behalf by the undersigned thereunto duly
authorized.
USAir Group, Inc.
By: /s/Ann Greer Rector
-----------------------------
Ann Greer Rector
Vice President and
Controller
(Principal Accounting Officer)
USAir, Inc.
By: /s/Ann Greer Rector
-----------------------------
Ann Greer Rector
Vice President and Controller
(Principal Accounting Officer)
Date: January 18, 1994
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EXHIBIT 99
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THIRD WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
-----------------------------------------------------
THIRD WAIVER (the "Third Waiver"), dated as of December 21,
1993 among USAIR GROUP, INC. (the "Company"), the banking
institutions party to the Credit Agreement referred to below (the
"Banks"), CHEMICAL BANK, as Agent for the Banks thereunder (in
such capacity, the "Agent") and Lead Manager, and BANKERS TRUST
COMPANY, as Co-Manager. All capitalized terms used herein and
not otherwise defined shall have the respective meanings provided
such terms in the Credit Agreement.
WITNESSETH:
----------
WHEREAS, the Company, the Banks and the Agent have entered
into the Credit Agreement, dated as of March 30, 1987, and
Amended and Restated as of October 21, 1988, and subsequently
amended by the First Amendment thereto dated as of July 28, 1989,
by the Second Amendment thereto dated as of February 15, 1990, by
the Third Amendment thereto dated as of September 30, 1990, by
the Fourth Amendment thereto dated as of March 29, 1991, by the
Fifth Amendment thereto dated as of April 26, 1991, by the Sixth
Amendment thereto dated as of October 14, 1992 and by the Seventh
Amendment thereto dated as of June 21, 1993 (as so amended, the
"Credit Agreement"); and
WHEREAS, the Company has requested that the Banks waive
compliance by the Company with certain provisions of the Credit
Agreement as herein provided;
NOW, THEREFORE, IT IS AGREED:
1. Compliance by the Company with Subsection 6.1 of the
Credit Agreement as such subsection applies to the period
commencing October 1, 1993 and ending December 31, 1993 is hereby
waived.
2. Compliance by the Company with the limitation set forth
in Subsection 6.7(iv) is hereby waived for the period commencing
December 21, 1993 and ending September 30, 1994; provided,
however, that the unsecured Debt of the Company not otherwise
permitted by clauses (i), (ii) and (iii) of Subsection 6.7 shall
not exceed $620,000,000 in the aggregate for all Subsidiaries of
the Company at any time outstanding during such period. It is
hereby agreed that the failure of the Company to comply with the
limitation set forth in the proviso of the preceding sentence
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shall constitute an Event of Default pursuant to Section 8(c) of
the Credit Agreement to the same extent as if such limitation
were set forth in Subsection 6.7(iv) of the Credit Agreement.
3. In order to induce the Banks to enter into this Waiver,
the Company hereby certifies that, as of the date hereof, after
giving effect to this Waiver, (i) no Default or Event of Default
exists and (ii) each of the representations and warranties
contained in Section 3 of the Credit Agreement (excluding
subsections 3.1 and 3.2) and in each of the other Credit
Documents is true and correct with the same effect as though made
on the date hereof.
4. This Waiver is limited as specified and shall not
constitute a modification, acceptance or waiver of any other
provision of the Credit Agreement or any other agreement referred
to therein, or prejudice any right or rights which the Agent or
the Banks may now have or may have in the future under or in
connection with the Credit Agreement, any Credit Document or any
of the instruments or agreements referred to therein. Except as
expressly waived hereby, the terms and provisions of the Credit
Agreement shall continue in full force and effect. Whenever the
Credit Agreement is referred to in the Credit Agreement or any of
the instruments, agreements or other documents or papers executed
and delivered in connection therewith, they shall be deemed to
mean the Credit Agreement as modified hereby.
5. This Waiver shall become effective as of December 21,
1993 on the date on which the Company, the Required Banks and the
Agent shall have executed a copy hereof and shall have delivered
(including by way of telecopier) the same to the Agent.
6. This Waiver may be executed in separate counterparts by
the parties hereto, each of which when so executed and delivered
shall be an original, but all of which shall constitute one and
the same instrument. A complete set of counterparts shall be
lodged with the Company and the Agent.
7. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused their
duly authorized officers to execute and deliver this Waiver as of
the date first above written.
USAIR GROUP, INC.
By /s/Ann Torre Grant
------------------------------
Name: Ann Torre Grant
Title: Vice President and
Treasurer
CHEMICAL BANK, as Agent and
Lead Manager and as a Bank
By /s/Richard Stewart
---------------------------
Name: Richard Stewart
Title: Vice President
BANKERS TRUST COMPANY, as
Co-Manager and as a Bank
By /s/Edward C. Benedict
--------------------------
Name: Edward C. Benedict
Title: Vice President
THE CHASE MANHATTAN BANK, N.A.
By /s/Matthew H. Massie
--------------------------
Name: Matthew H. Massie
Title: Vice President
THE MITSUBISHI BANK, LIMITED,
acting through its NEW YORK
BRANCH
By /s/Yuko Ashida
--------------------------
Name: Yuko Ashida
Title: Joint General Manager
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MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/David B. Common
--------------------------
Name: David B. Common
Title: Vice President
BANK OF AMERICA
By /s/Timothy C. Hintz
--------------------------
Name: Timothy C. Hintz
Title: Vice President
CITIBANK, N.A.
By /s/Thomas M. O'Shea
--------------------------
Name: Thomas M. O'Shea
Title: Vice President
CONTINENTAL BANK, N.A.
By
--------------------------
Name:
Title:
MELLON BANK, N.A.
By
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Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By /s/Louann E. Tronsberg
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Name: Louann E. Tronsberg
Title: Vice President
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WACHOVIA BANK AND TRUST
COMPANY, N.A.
By /s/Peter K. Massa
--------------------------
Name: Peter K. Massa
Title: Vice President
NATIONSBANK OF NORTH CAROLINA,
N.A.
By /s/Lawrence Saunders
-------------------------
Name: Lawrence Saunders
Title: Vice President
THE RIGGS NATIONAL BANK OF
WASHINGTON, D.C.
By
-------------------------
Name:
Title:
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