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Exhibit 10.47
EXECUTION VERSION
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT
This Amendment No. 1 dated as of April 16, 2001 (the "Amendment No. 1")
to the Amended and Restated Revolving Credit Agreement dated as of December 10,
1999 (the "Loan Agreement"; capitalized terms used herein and not otherwise
defined herein are used as defined in the Loan Agreement) among America West
Airlines, Inc. (the "Company") the lenders listed therein (collectively, the
"Lenders"), The Industrial Bank of Japan, Limited, as Arranger, Co-Lead Book
Manager, Initial Issuing Bank and as Agent for the Lenders from time to time
party to the Loan Agreement (in such capacity, the "Agent"), Citicorp USA, Inc.,
as Arranger and Syndication Agent, Salomon Smith Barney Inc., as Co-Lead Book
Manager and Bankers Trust Company, as Documentation Agent:
WHEREAS, the Company, the Agent and the institutions from time to time
becoming Lenders thereunder have entered into that certain Loan Agreement;
WHEREAS, the Company, the Requisite Lenders and the Agent desire to
amend the Loan Agreement;
NOW, THEREFORE, the parties hereto agree to amend the Loan Agreement as
follows:
1. Section 1.1 of the Loan Agreement is amended by deleting subsection (B) of
the definition of the term "BORROWING BASE" and substituting therefor: "(B)
(i) with respect to Aircraft other than any 737-200A series aircraft, 85%
of the Fair Market Value of all Stage III Aircraft (other than any 737-200A
series aircraft) as stated in the then most recently delivered Approved
Appraisal thereof and (ii) with respect to any Aircraft that is a 737-200A
series aircraft, 66% of the Current Market Value as stated in the then most
recently delivered Approved Appraisal thereof, plus"
2. Section 1.1 of the Loan Agreement is amended by inserting the following
words in appropriate alphabetical order: "CURRENT MARKET VALUE" for any
Borrowing Base Collateral means the value of such Borrowing Base
Collateral, as determined by an Approved Appraiser in the most recently
delivered Approved Appraisal thereof, obtainable by a willing and informed
seller at the time of determination in an arm's-length transaction between
a seller with an intention to sell and an informed and willing buyer-user
(other than a lessee or other Person currently in possession and a used
equipment dealer or broker) under no compulsion to buy and based on the
then condition of such Borrowing Base Collateral."
3. Section 1.1 of the Loan Agreement is amended by adding the following words
to the end of the definition of "EBITDA": "; provided, that the Company may
exclude from EBITDA, without duplication of items included in clause (vi)
above, non-recurring charges incurred by the Company during the fourth
fiscal quarter of the Company in its fiscal year 2000 and the second fiscal
quarter of the Company in its fiscal year 2001, such amounts not to exceed
$16,000,000 and $8,500,000, respectively and provided, further that except
as expressly set
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forth in the preceding proviso, nothing shall restrict the operation of
clause (vi) above as to other periods.".
4. Section 1.1 of the Loan Agreement is amended by deleting the definition of
"ELIGIBLE STAGE III AIRCRAFT" in its entirety, and replacing therefor:
"ELIGIBLE STAGE III AIRCRAFT" means an aircraft, including engines, that meets
the "Stage III" noise standards of the Federal Aviation Regulations, is of the
type described in Schedule 2.10 and has met such standards either (x) in the
case of an aircraft other than a 737-200A series aircraft, since it was
originally manufactured and delivered or (y) in the case of a 737-200A series
aircraft, either at the time such aircraft becomes subject to the Lien of an
Aircraft Security Agreement or at the time such aircraft was originally
manufactured and delivered."
5. Section 2.10C(1)(B) of the Loan Agreement is amended by inserting the
following words immediately after the words "(except, in the case of
Rotables": ", Aircraft that are 737-200A series aircraft".
6. Section 6.5A of the Loan Agreement is amended by deleting such section in
its entirety, and replacing therefor:
"MINIMUM FIXED CHARGE COVERAGE RATIO. The Company shall not permit the ratio of
(i) EBITDA plus Aircraft Rental Expense to (ii) Interest Expense plus Aircraft
Rental Expense for any four-fiscal quarter period ending as of the last day of
any fiscal quarter of the Company to be less than:
For periods prior to December 31, 2000: 1.15 to 1.00
For periods after December 31, 2000 to March 31, 2001: 1.10 to 1.00
For periods after March 31, 2001 to June 30, 2001: 1.00 to 1.00
For periods after June 30, 2001 to September 30, 2001: 1.00 to 1.00
For periods after September 30, 2001: 1.15 to 1.00."
7. Schedule 2.10 to the Loan Agreement is amended by replacing the reference
to "737-300" with "737-200A" and by replacing the reference to "737-500
series aircraft" with "757-200 or higher series aircraft".
8. This Amendment No. 1 shall, subject to satisfaction of the conditions
precedent contained in Section 9 below, be effective as of March 30, 2001.
The Agent or its counsel shall notify the Company (including notification
by e-mail) promptly upon the expiration of the deadline set forth in
Section 8(ii) below of the receipt by the Agent's counsel of counterpart
signatures from the Lenders, specifying the Lenders who have sent signature
counterparts and the amount of such Lender's Commitment.
9. This Amendment No.1 shall be effective subject to satisfaction of all of
the following conditions precedent:
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(i) The Agent shall have received a counterpart of this Amendment No. 1
duly executed and delivered by the Company and the Required Lenders.
(ii) Each Lender executing and delivering to Agent's counsel (including
delivery by fax followed by courier or messenger) a counterpart to this
Amendment No. 1 on or before 5:00 p.m. (New York City time) on April 16, 2001
shall have received payment from the Company of a fee in an amount equal to such
Lender's Commitment multiplied by .0025.
(iii) The Loan Agreement shall be in full force and effect, and no
Event of Default or Potential Event of Default shall have occurred and be
continuing under the Loan Agreement (after giving effect to this Amendment No.
1), and the Agent shall have received a certificate of an officer of the Company
to such effect.
(iv) The Company shall have paid all reasonable fees and expenses of
counsel to the Agent in connection with the Loan Agreement, this Amendment No. 1
and the transactions contemplated thereby.
The Company shall promptly upon demand (but in any event no later than
five (5) Business Days after demand) (i) execute and deliver any instruments,
agreements, UCC financing statements or similar instruments necessary or
appropriate to perfect the Agent's security interest in the Collateral in form
and substance reasonably satisfactory to the Agent and (ii) pay all costs and
expenses (including, without limitation, reasonable legal fees and expenses) in
connection with a review of the Agent's security interest and legal opinion or
other written report in form and substance satisfactory to the Agent by (x)
Lewis and Roca LLP with respect to the Agent's security interest in the
Simulators and the Maintenance Facility, (y) Daugherty, Fowler, Peregrin &
Haught, with respect to the Agent's security interest in the Rotables, Spare
Engines, Spare Parts and Aircraft (if any) and (z) Fulbright & Jaworski L.L.P.,
with respect to UCC filings made to perfect the Agent's security interest in the
Rotables.
10. Except as expressly amended hereby, the Loan Agreement remains in full
force and effect. The Company ratifies and confirms the Loan Agreement and
each Loan Document. Each reference in the Loan Agreement and each Loan
Document to the "Loan Agreement" shall mean and constitute a reference to
the Loan Agreement as amended by this Amendment No. 1.
11. This Amendment No. 1 has been executed and delivered in the State of New
York. Each party hereto agrees that, to the maximum extent permitted by the
law of the State of New York, this Amendment No. 1, and the rights and
duties of the parties hereunder, shall be governed by, and construed in
accordance with, the laws of the State of New York (including Sections
5-1401 and 5-1402 of the New York General Obligations Law) in all respects,
including in respect of all matters of construction, validity and
performance but without giving effect to any provision thereof that may
require application of the laws of another jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed by their representative officers thereunto duly authorized, as of
the date first above written.
COMPANY:
AMERICA WEST AIRLINES, INC.
By: /s/ Thomas T. Weir
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Name: Thomas T. Weir
Title: Vice President and Treasurer
INITIAL ISSUING BANK, AGENT AND LENDER:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
as Initial Issuing Bank, Agent and Lender
By: /s/ Vicente L. Timiraos
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Name: Vicente L. Timiraos
Title: Joint General Manager
LENDERS:
CITICORP USA, INC.
By: /s/ Walter L. Larsen
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Name: Walter L. Larsen
Title: Managing Director
THE FUJI BANK, LIMITED
By:
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Name:
Title:
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THE MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/ Scott J. Paige
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Name: Scott J. Paige
Title: Executive Vice President
BANKERS TRUST COMPANY
By: /s/ Marguerite Sutton
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Name: Marguerite Sutton
Title: Vice President
BANK ONE, ARIZONA, NA
By: /s/ Gene Coffman
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Name: Gene Coffman
Title: First Vice President
BANK OF SCOTLAND
By: /s/ Annie Glyrn
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Name: Annie Glyrn
Title: Senior Vice President