US Airways 2008 Annual Report Download - page 345

funds for such Note are made available to the Administrative Agent shall be the commencement date of such Interest Period pursuant to Section 1.2(b)),
except that in respect of any New Loan, the first Interest Period shall commence on the New Loan Date, and in all cases such first Interest Period shall end
on, but shall exclude, the next Interest Payment Date (and the LIBOR Rate for such first Interest Period shall be the same as the LIBOR Rate in effect at
such time for the Original Loans), and thereafter each successive Interest Period shall commence on (and shall include) the last day of the next preceding
Interest Period and shall end on (but shall exclude) the next succeeding Interest Payment Date, provided however that notwithstanding anything in this
Agreement to the contrary, the final Interest Period shall end on the Maturity Date."
F. The Original Loan Agreement is amended by the addition of Section 6.4, to read as follows:
"Section 6.4. Conditions to New Loans. The obligation of each New Lender to fund the increase to the Loan in the amount of its New Loan
Commitment is subject to the fulfillment, prior to or on the applicable New Loan Date, of the following additional conditions precedent:
(a) The Administrative Agent shall have received a replacement Note for each Lender other than the New Lenders and a Note for such New Lender (in
each case, duly executed by the Borrower and authenticated by the Collateral Agent) issued to each Lender in an original principal amount equal to such
Lender's Percentage Share of the Loan and reflecting the revised amortization schedule applicable to each such Note.
(b) On the New Loan Date, no event shall have occurred and be continuing, or would result from the New Loan, which constitutes an Event of Default
or a Potential Default."
G. Section 9.3 of the Original Loan Agreement is amended in full to read as follows:
"Section 9.3. Costs and Expenses. The Borrower agrees to pay at or prior to Closing, after receipt of reasonably detailed invoices, all reasonable and
actual costs and expenses of the initial Lender and each Transaction Agent in connection with the preparation, execution and delivery of the Transaction
Documents and Additional Documents (whether or not any such Transaction Document or Additional Document is entered into), including, without
limitation the reasonable fees and expenses of (a)**, special counsel to the Lenders, (b)**, special counsel to the Lenders, and (c)**. The Borrower further
agrees to pay on demand (i) the initial and annual fees, and the reasonable expenses of, the Collateral Agent in connection with the transactions
contemplated hereby, (ii) all reasonable and actual costs and expenses of each Transaction Agent and the Lenders, if any (including, without limitation,
reasonable counsel fees and expenses), in connection with any New Loan, and (iii) all reasonable and actual costs and expenses of each Transaction Agent
and the Lenders, if any (including, without limitation, reasonable counsel fees and expenses), in connection with
** Confidential Treatment Requested. 7