US Airways 2008 Annual Report Download - page 202

22.14 Asset Covenants
22.14.1 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.
22.14.2 "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
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
**Confidential Treatment Requested.
USA — Airbus A330 Purchase Agreement
Amendment 2 — Execution CONFIDENTIAL AND PRIVILEGED
081020-CT0803167-AMD2-USA-A330
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