US Airways 2008 Annual Report Download - page 341

Loan Commitments will constitute Obligations hereunder for all purposes of this Agreement and the other Transaction Documents and will be secured by the
Collateral securing the other Obligations. The parties hereto acknowledge and agree that the Administrative Agent may hereunder or pursuant to any NL
Joinder, without the consent of any Lender, effect such amendments to this Agreement and the other Transaction Documents as may be necessary or
appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 1.1(a)(2) including, without limitation, conforming
amendments (which may be in the form of an amendment and restatement) to provide for each New Loan Commitment to share ratably in the benefits of this
Agreement and the other Transaction Documents (including the accrued interest and fees in respect thereof) with the Loans; provided that such amendments
may not alter the obligations of the Borrower under the Transaction Documents except as provided in this Section. In addition, unless otherwise specifically
provided herein, all references in Transaction Documents to Loans shall be deemed, unless the context otherwise requires, to include references to the New
Loans. If any New Lender or the Borrower reasonably requests any amendments or modifications to any of the Transaction Documents or the entry into or
issuance of any other documentation or other assurances (including without limitation, amendments, modifications, documentation or assurances related to
granting or re-granting the security interest in the Collateral, reaffirmations of the security interest, making filings with the FAA or the International Registry,
or making any other filings to evidence or perfect the Collateral Agent's security interest in the Collateral) (collectively, the "New Lender Requests"), in
connection with (or as condition to) the making of such New Lender's New Loans, the Transaction Agents and the Lenders agree to consider such New
Lender Requests in good faith and to effectuate (at the Borrower's expense) each such New Lender Request that is acceptable to all of the Transaction Agents
and the Lenders; provided that no Transaction Agent or Lender shall be obligated to take any action or approve any New Lender Request that it determines (in
its good faith judgment) is adverse to it.
(3) Form of Notes. The Notes and the Collateral Agent's certificate of authentication thereon shall each be substantially in the form set forth in
Exhibit B.
(b) The Notes; Amortization; Release of Expendables. The Loan shall mature on the Maturity Date, and the principal of the Loan shall be payable in
twenty-four (24) consecutive quarterly installments in the amount set forth in Part 1 of Schedule 2 to this Agreement with respect to each Payment
Date;**. On the Funding Date, Annex A to each Note shall be completed so that the aggregate amount of principal due on each Payment Date on all of the
Notes, taken together, is equal to the amount of principal due on such Payment Date as set forth on Part 1 of Schedule 2. In the event the Borrower incurs
New Loans, (i) the quarterly installments of principal in respect of the Original Loan shall be as set forth in Part 3 of Schedule 2, and (ii) the
quarterlyinstallments of principal in respect of any New Loan shall be in an amount agreed between such New Lender and the Borrower and reasonably
acceptable to each Transaction Agent; provided, however, that in no event shall the **installments of principal in respect of the New Loans (at any time in
the aggregate) be less than the amount of the corresponding **installment of principal set forth in Part 5 of Schedule 2. **. Notwithstanding anything to
the contrary set forth in this Agreement (including Schedule 2), no
** Confidential Treatment Requested. 3