FIRST AMENDMENT TO Senior Secured Superpriority Debtor-In-Possession CREDIT AGREEMENT
This First Amendment to Senior Secured Superpriority Debtor-In-Possession Credit Agreement (this
"Amendment") is entered into as of November 6, 2002 by and among US Airways Group, Inc., a Delaware
corporation and a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code
(as defined in the Credit Agreement referred to below) (the "Borrower"), each of its subsidiaries that are
signatories hereto and Retirement Systems of Alabama Holdings LLC ("RSA"), with respect to the following:
A. WHEREAS, the Borrower has entered into a Senior Secured Superpriority Debtor-In-Possession Credit
Agreement, dated as of September 26, 2002 and as amended and restated as of October 18, 2002 (as
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit
Agreement"), with each of the Subsidiaries of the Borrower from time to time party thereto, the lenders from time
to time party thereto (the "Lenders") and RSA (as successor-in-interest to The Retirement Systems of Alabama),
as a Lender, Administrative Agent, Syndication Agent and Collateral Agent. Terms defined in the Credit
Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement.
B. WHEREAS the Borrower filed a motion with the Bankruptcy Court on October 18, 2002 which if granted,
would permit Loan Parties to pledge cash collateral to secure a Loan Party's performance under Fuel Swap
Agreements (defined below) in an amount estimated to be between $32,000,000 and $64,000,000 for the next
calendar year (the "Motion").
C. WHEREAS, the parties hereto have agreed to amend the Credit Agreement to permit the Loan Parties' to
pledge cash collateral in connection with the Fuel Swap Agreements on the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the terms and conditions hereof, the parties her