US Airways 2008 Annual Report Download - page 339

Exhibit 10.50
EXECUTION VERSION
AMENDMENT NO. 1
TO
LOAN AGREEMENT [SPARE PARTS]
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT [SPARE PARTS] (the "Amendment") is entered into as of this 5th day of December 2008
among US AIRWAYS, INC., a Delaware corporation (the "Borrower"), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as
Administrative Agent for the Lenders (the "Administrative Agent"), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as the
Collateral Agent (the "Collateral Agent"), GENERAL ELECTRIC CAPITAL CORPORATION, as the Original Lender (herein called the "Original Lender"),
and such other lenders as may from time to time become party to the Loan Agreement (as hereinafter defined) (together with the Original Lender, the
"Lenders").
RECITALS:
A. The Borrower, the Administrative Agent, the Lenders and the Collateral Agent have heretofore executed and delivered a Loan Agreement [Spare
Parts], dated as of October 20, 2008 prior to the effectiveness of this Amendment (the "Original Loan Agreement"), pursuant to which Lenders agreed to
make loans to the Borrower to be secured by a Lien (such term and other capitalized terms used without definition herein have the meanings assigned to them
in, or by reference in, the Loan Agreement) on certain spare parts and related property owned by the Borrower and stored at certain locations.
B. The Borrower wishes to exercise its option to make the Special Prepayment as provided in the Original Loan Agreement.
C. In connection with such Special Prepayment, the Borrower has requested that the Administrative Agent, the Lenders and the Collateral Agent enter
into this Amendment in order to permit the Borrower to solicit and obtain new loan commitments from new lenders and to provide the Borrower with the right
to borrow certain new loans, all on the terms and subject to the provisions set forth herein.
D. The Administrative Agent, the Lenders and Collateral Agent are willing to amend the Original Loan Agreement on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
Section 1. Amendments.
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