US Airways 2008 Annual Report Download - page 353

AMENDMENT TO LOAN AGREEMENT, SECURITY AGREEMENT AND AIRCRAFT
MORTGAGE
AMENDMENT NO. 3 TO LOAN AGREEMENT, dated as of October 20, 2008, between US AIRWAYS GROUP, INC., a Delaware corporation (the
"Borrower"), certain Subsidiaries of the Borrower signatory hereto and CITICORP NORTH AMERICA, INC. ("Citicorp"), as administrative agent and
collateral agent for the Lenders (in such capacity, together with its successors and permitted assigns, the "Administrative Agent"), AMENDMENT NO. 1 TO
SECURITY AGREEMENT, dated as of October 20, 2008, between the Borrower, certain Subsidiaries of the Borrower signatory hereto and the
Administrative Agent and, AMENDMENT NO. 1 TO AIRCRAFT MORTGAGE, dated as of October 20, 2008, between the Borrower, certain Subsidiaries
of the Borrower signatory hereto and the Administrative Agent (collectively, the "Amendment").
WHEREAS, the Borrower, the direct and indirect Subsidiaries of the Borrower party thereto, the Lenders and the Administrative Agent entered into the
Loan Agreement, dated as of March 23, 2007 (as amended, supplemented or otherwise modified prior to the date hereof, the "Loan Agreement");
WHEREAS, the Borrower, the direct and indirect Subsidiaries of the Borrower party thereto and the Administrative Agent entered into the Security
Agreement, dated as of March 23, 2007 (as amended, supplemented or otherwise modified prior to the date hereof, the "Security Agreement");
WHEREAS, the Borrower, the direct and indirect Subsidiaries of the Borrower party thereto and the Administrative Agent entered into the Aircraft,
Engines, Propellers and Spare Parts Mortgage and Security Agreement, dated as of March 23, 2007 (as amended, supplemented or otherwise modified prior to
the date hereof, the "Aircraft Mortgage");
WHEREAS, the Borrower wishes to amend certain provisions of the Loan Agreement, the Security Agreement and the Aircraft Mortgage as set forth
herein;
WHEREAS, at the request of the Borrower, the Requisite Lenders have delivered consent letters, each in the form of Exhibit A hereto (a "Lender
Consent Letter"), to the Administrative Agent consenting to the amendments as set forth herein in their entirety; and
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereto agree as follows:
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