US Airways 2008 Annual Report Download - page 327

EXHIBIT F
FORM OF TRANSFER SUPPLEMENT
Date , _____
Reference is made to the Agreement described in Item 2 of Annex I hereto (as such Loan Agreement may hereafter be amended, supplemented or
otherwise modified from time to time, the "Loan Agreement"). Unless defined in Annex I hereto, terms defined in the Loan Agreement are used herein as
therein defined. (the "Assignor") and (the "Assignee") hereby agree as follows:
1. The Assignor hereby sells and assigns to the Assignee without recourse and without representation or warranty (other than as expressly provided herein),
and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Loan
Agreement as of the date hereof which represents the percentage interest specified in Item 4 of Annex I hereto (the "Assigned Share") of all of the outstanding
rights and obligations under the Loan Agreement relating to the Loan and Commitments listed in Item 4 of Annex I hereto. After giving effect to such sale
and assignment, the amount of the outstanding principal owing to the Assignee and the Assignor (if any) will be as set forth in Item 4 of Annex I hereto.
2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Loan Agreement or the other Transaction Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Agreement or the other Transaction Documents or any other instrument or document furnished pursuant thereto;
and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any party to the Transaction Documents
or the performance or observance by any party to the Transaction Documents of any of their respective obligations under the Loan Agreement or the other
Transaction Documents to which they are a party or any other instrument or document furnished pursuant thereto.
3. The Assignee (i) confirms that it has received a copy of the Loan Agreement and the other Transaction Documents, together with copies of the financial
statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter
into this Transfer Supplement; (ii) agrees that it will, independently and without reliance upon the Transaction Agents, the Assignor or any other Lender and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Agreement; (iii) confirms that it is an Eligible Assignee under Section 9.8(c) of the Loan Agreement; (iv) appoints and authorizes the
Transaction Agents to take such action as an agent on its behalf and to exercise such powers under the Loan Agreement and the other Transaction Documents
as are delegated to the Transaction Agents, as the case may be, by the terms thereof,