US Airways 2008 Annual Report Download - page 340

A. Section 1.1 of the Original Loan Agreement is amended in full to read as follows:
"Section 1.1. The Loan.
(a) Commitments.
(1) Funding Date. Subject to the terms and conditions of this Loan Agreement, on the Funding Date, each Original Lender shall advance funds in an
amount equal to its Percentage Share of the Maximum Facility Amount; provided that no Original Lender shall have any obligation to advance funds in
excess of the amount of its Commitment. As evidence of the funds advanced by each Original Lender, on the Funding Date the Borrower shall issue and
deliver to each Original Lender, as provided hereunder, a Note payable to such Original Lender in an original principal amount equal to the amount of such
Lender's Percentage Share of the Original Loan.
(2) New Loan Dates. Provided that no Potential Default has occurred and is continuing and that the Borrower has elected to make and has made the
Special Prepayment, the Borrower shall be entitled at any time and from time to time prior to March 31, 2009 (or such earlier date as the Borrower notifies the
Administrative Agent in writing that it is irrevocably relinquishing its right to obtain New Loans pursuant to this Section 1.1(a)(2)), to solicit and obtain loan
commitments (each, a "New Loan Commitment") from additional lenders (each a "New Lender"), in an amount not less that ** per New Lender, and in an
aggregate maximum amount for all New Lenders of $100,000,000 (the "Maximum New Loan Commitment"), with each such New Loan Commitment
providing for the funding by such New Lender of loans (a "New Loan") on any Business Day (a "New Loan Date") on or prior to March 31, 2009 (or such
earlier date as the Borrower notifies the Administrative Agent in writing that it is irrevocably relinquishing its right to obtain New Loans pursuant to this
Section 1.1(a)(2)). The Borrower acknowledges and agrees that neither the Borrower nor any Affiliate of the Borrower shall be, or shall be permitted to be, a
New Lender. **. A New Lender shall have rights under this Agreement, and may advance a New Loan under this Agreement, only after executing and
delivering to the Administrative Agent an agreement in a form reasonably satisfactory to the Administrative Agreement by which such New Lender is joined
to the Loan Agreement as a party thereto and a "Lender" thereunder (herein, a "NL Joinder"). On each New Loan Date, each New Lender shall make a Loan
to the Borrower in an amount equal to its New Loan Commitment; provided that (a) no New Lender shall have any obligation to make a loan to the Borrower
in excess of the amount of its respective New Loan Commitment, and (b) no other Lender shall have any obligation to advance any funds or have any other
liability resulting from a New Lender's failure to make New Loans to the Borrower. As evidence of the funds advanced by each New Lender, on the New
Loan Date, the Borrower shall issue and deliver to each New Lender, as provided hereunder, a Note payable to such New Lender in an original principal
amount equal to the amount of such New Lender's New Loan and reflecting the amortization schedule in respect of such Note, after giving effect to the New
Loan. The terms and provisions of any New Loan shall, except to the extent expressly set forth herein, be identical to the Original Loans, and any New Loan
made pursuant to the New
** Confidential Treatment Requested. 2