US Airways 2008 Annual Report Download - page 240

CONFIDENTIAL EXECUTION COPY
the Pre-Purchased Miles held by Juniper Bank on the last day of the preceding month times (Adjustable Rate/360 times the number of
calendar days in the Interest Period).
14.3 Subsequent Monthly Purchase. Commencing in November, 2008 for each month in which the Conditions Precedent as set forth in
Section 14.3.1 are met, Juniper Bank shall purchase additional Pre-Purchased Miles in an amount equal to the difference between the Cap (as
defined below) and the amount of unused Pre-Purchased Miles (each a "Subsequent Purchase"). Each Subsequent Purchase shall occur no
later than the ** calendar day of the month following the month in which the Conditions Precedent are measured (the "Subsequent Purchase
Date"). Prior to the **of the Pre-Purchase Date (the "Repurchase Commencement Date"), in each month in which the Conditions Precedent
are not met, the Cap shall be reduced by**. Commencing on the Repurchase Commencement Date, the Cap shall be reduced by ** each
month in which the Conditions Precedent are met and ** in each month the Conditions Precedent are not met until such time no Pre-
Purchased Miles remain outstanding. For purposes of this Agreement, the initial "Cap" shall be $200 million and will reduce accordingly as
set forth above. Subsequent Purchases that occur in February shall occur on the later of February 28 or three (3) business days after receipt of
the Report(s) due pursuant to Section 17.
14.3.1 Conditions Precedent. Juniper Bank's obligations to make a Subsequent Purchase each month pursuant to Section 14.3 will only arise
upon and are subject to the satisfaction or waiver of the following conditions ("Conditions Precedent") each month prior to the month in
which the Subsequent Purchase is to be made:
(i) US Airways Group's Unrestricted Cash shall be equal to or greater than $1.5 billion as measured at the end of each month and
**pre-tax income (excluding special items) measured **is less than**. For the purposes of this Section 14.3.1(i), the
calculation of Unrestricted Cash will include Collateral for fuel hedge contracts**. By way of example, if October is being
measured for November's Subsequent Purchase, US Airways Group's Unrestricted Cash (including the fuel hedge contracts)
will be measured as of October 31st**.
If US Airways Group's Unrestricted Cash falls below $1.5 billion in any monthbut the **pre-tax income test is met, then
Juniper Bank will be required to purchase the additional Pre-Purchased Miles for such month**.
(ii) No Suspension Event has occurred in the month being measured.
** Confidential Treatment Requested.
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