US Airways 2008 Annual Report Download - page 217

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.
"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.
**Confidential Treatment Requested.
USA — Airbus A350 XWB Purchase Agreement
Amendment 1
Execution
081020-CT0803167-AMD1-USA-A350 CONFIDENTIAL AND PRIVILEGED
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