US Airways 2008 Annual Report Download - page 203

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.
"GAAP" means generally accepted accounting principles in the United States, as in effect from time to time as set forth in opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and
pronouncements of Financial Accounting Savings Board approved by a significant segment of the accounting profession in the United States.
"Citi Loan Agreement" means the Loan Agreement, dated as of March 23, 2007, among Buyer's parent, certain subsidiaries of the Buyer's parent,
the lenders from time to time party thereto and Citicorp North America, Inc., as administrative agent.
UNQUOTE
7. EFFECT OF AMENDMENT
7.1 Upon execution, Amendment will constitute a valid amendment to the Agreement and the Agreement will be deemed to be amended to the extent
herein provided and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This
Amendment supersedes any previous understandings, commitments or representations whatsoever, whether oral or written, related to the subject matter
of this Amendment.
7.2 Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement, that the provisions of the Agreement are hereby
incorporated herein by reference, and that this Amendment will be governed by the provisions of the Agreement, except that if the Agreement and this
Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.
8. CONFIDENTIALITY
This Amendment is subject to the confidentiality provisions set forth in Clause 22.7 of the Agreement.
9. COUNTERPARTS
**Confidential Treatment Requested.
USA — Airbus A330 Purchase Agreement
Amendment 2 — Execution CONFIDENTIAL AND PRIVILEGED
081020-CT0803167-AMD2-USA-A330
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