US Airways 2008 Annual Report Download - page 239

CONFIDENTIAL EXECUTION COPY
unrestricted cash covenant to eight hundred fifty million dollars ($850,000,000); (iv) receipt of a firm commitment for two hundred million
dollars ($200,000,000) of new liquidity from Airbus to be funded at the Effective Time; and (v) US Airways Group has **in Unrestricted Cash
(inclusive of the funds to be realized pursuant to the Liquidity Program but exclusive of the funds to be provided by Juniper Bank) above the
minimum unrestricted cash covenant in the Citi Loan Amendment. For purposes of this Section 14.1, Unrestricted Cash shall include Collateral
posted by US Airways Group with its fuel hedge counterparties. The price for each Pre-Purchased Mile shall be ** that being the combination of
the **Fee and **Fee for Net New Purchase Transactions as set forth in Section 4.2.2. If the Closing Conditions are not satisfied on or before**,
the funds in the escrow account shall be promptly returned to Juniper Bank.
14.2 Use of Pre-Purchased Miles. Juniper Bank shall use the Pre-Purchased Miles to compensate US Airways Group for fees otherwise earned
hereunder in the manner and in accordance with the following terms and conditions. In addition, US Airways shall pay interest on the value of the
outstanding Pre-Purchased Miles as set forth below.
14.2.1 Payment with Pre-Purchased Miles. Commencing in November, 2008 and in each month thereafter that Juniper Bank holds Pre-
Purchased Miles, it shall compensate US Airways Group for fees earned hereunder with Pre-Purchased Miles pursuant to the following
process: Juniper Bank shall calculate the amounts due under this Agreement as set forth in Section 4 and divide that amount by ** rounded to
the nearest whole number to arrive at the number of Pre-Purchased Miles to be returned to US Airways Group in lieu of a cash payment as
otherwise set forth in Section 4. For avoidance of doubt, the reporting and use of Pre-Purchased Miles as payment in lieu of cash shall occur
within the time frames established in Sections 4.2.3 and 28.
14.2.2 Interest Payments. Commencing on the 30th calendar day of the calendar month following the Pre-Purchase Date, and continuing on
the 30th calendar day of each calendar month, except for the month of February where the interest payment shall be due February 28th, so long
as any Pre-Purchased Miles remain outstanding, US Airways Group will pay Juniper Bank interest accruing under the Pre-Purchased Miles at
the Adjustable Rate during the preceding Interest Period. For purposes of this Agreement, "Adjustable Rate" shall mean the One Month
LIBOR on the last business day of each calendar month prior to the next Interest Period as published on Bloomberg page USSW, plus**.
"Interest Period" shall mean (i) initially, the period beginning on the Pre-Purchase Date and ending on the last day of the calendar month in
which such date occurs, and (ii) thereafter, the period beginning on the first day of the calendar month and ending on the last day of such
calendar month or the date on which no Pre-Purchased Miles remain outstanding, as applicable. The monthly calculation will be as follows:
The outstanding dollar amount of
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