US Airways 2008 Annual Report Download - page 186

pursuant to the Citi Loan Agreement and the related loan documents (or any amendment, replacement or refinancing thereof).
"Cash Equivalents" means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to
interest and principal by the United States government or (b) issued by any agency or instrumentality of the United States the obligations of
which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct
obligations issued by any state of the United States of America or any political subdivision of any such state or any instrumentality thereof, in
each case maturing within one year after such date and having, at the time of the acquisition thereof, the highest rating obtainable from either
S&P or Moody's; (iii) commercial paper not issued by the Buyer's parent maturing no more than one year after such date and having, at the time
of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody's; (iv) certificates of deposit or bankers' acceptances
maturing within one year after such date and issued or accepted by any Eligible Lender (as hereinafter defined) or by any commercial bank
organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least "adequately
capitalized" (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of
not less than $500,000,000 (US dollars — five hundred million); (v) shares of any money market mutual fund that (a) has at least 95% of its
assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000
(US dollars — five hundred million), and (c) has the highest rating obtainable from either S&P or Moody's; (vi) auction rate securities that have
the highest rating obtainable from either S&P or Moody's and with a maximum reset date at least every 30 days and (vii) investments made
pursuant to the investment portfolio guidelines from time to time adopted by the board of directors of the Buyer's parent or any committee
thereof.
"Eligible Lender" means (i) so long as any loans or obligations under the Citi Loan Agreement remain outstanding, any "Eligible Lender" as
defined in the Citi Loan Agreement and (ii) thereafter, (a) a commercial bank having total assets whose Dollar equivalent exceeds
$5,000,000,000 (US dollars — five billion), (b) a finance company, insurance company or any other financial institution or fund, in each case
reasonably acceptable to the Seller and regularly engaged in making, purchase or investing in loans and having a net worth determined in
accordance with GAAP, whose Dollar equivalent exceeds $250,000,000 (US dollars — two hundred fifty million) (or, to the extent net worth is
less than such amount, a finance company, insurance company, other financial institution or fund, reasonably acceptable to the Seller and the
Buyer) or (c) a savings and loan association or saving bank organized under the laws of the United States or any State thereof having a net worth,
determined in accordance with GAAP, whose Dollar equivalent exceeds $250,000,000 (US dollars — two hundred fifty million); provided,
however, that the following entities shall not be deemed to be an "Eligible Lender": (a) an airline, a commercial aircraft operator, an air freight
forwarder or an entity principally engaged in the business of parcel transport by air or (b) an affiliate of any entity described in clause (a) above.
** 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
Page 4 of 6