US Airways 2008 Annual Report Download - page 185

3. **
Letter Agreement No. 5 is terminated in its entirety and replaced by the Amended and Restated Letter No. 5 attached hereto.
4. MISCELLANEOUS TERMS
Letter Agreement No. 9 is terminated in its entirety and replaced by the Amended and Restated Letter No. 9 attached hereto.
5. **
Letter Agreement No. 10 is hereby terminated.
6. **
In addition to Seller's other rights and remedies, **.
7. **
8. ASSET COVENANTS
The following is inserted into the Agreement after Clause 22.14:
QUOTE
22.15 Asset Covenants
22.15.1 The Buyer shall not sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets or operated Airbus aircraft to the
extent any such disposition (i) materially impairs the business or operations of the Buyer, (ii) materially changes the nature of the Buyer's
business, (iii) constitutes a disposition of a substantial portion of the Buyer's assets or (iv) constitutes a disposition of a substantial portion of
the Buyer's Airbus aircraft fleet in-service as of the date hereof.
22.15.2 "Minimum Unrestricted Cash. The Buyer will not permit the aggregate amount of Unrestricted Cash (as hereinafter defined) to be less than
required in the Citi Loan Agreement from time to time or any successor agreement or facility thereof, **."
"Unrestricted Cash" means cash and Cash Equivalents (as hereinafter defined) of the Buyer, its parent and affiliates that (i) may be classified,
in accordance with GAAP, as "unrestricted" on the consolidated balance sheets of the Buyer's parent or (ii) may be qualified, in accordance
with GAAP, as "restricted" on the consolidated balance sheets of the Buyer's parent solely in favor of the administrative agent and any lenders
** Confidential Treatment Requested.
USA — Amendment No. 2 to
Amended and Restated Airbus A320 Family Purchase Agreement
Execution
081020-CT0803167-AMD2-USA-A320 PRIVILEGED AND CONFIDENTIAL
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