US Airways 2008 Annual Report Download - page 360

further, however that if the Asset Sale is also a Primary Specified Transaction or an Other Specified Transaction, the amount required to be prepaid pursuant
to this Section 2.5(b) shall be limited to the minimum amount, if any, necessary to be prepaid to satisfy the Primary Specified Transaction Prepayment
Condition (in the case of the Primary Specified Transaction) or the Other Specified Transaction Prepayment Condition (in the case of an Other Specified
Transaction)."
(d) Additional Obligors; Collateral. Section 5.8(d) is hereby amended by (i) adding the words "or additional assets are being deposited or pledged
in accordance with the definition of Other Specified Transaction Prepayment Condition" immediately following the words "Section 5.8(c)" and (ii) adding the
words "or additional assets" immediately after the words "Cure Collateral" in the second place those words appear in Section 5.8(d).
(e) Permitted Liens — PDP Payments. Section 6.1(a)(ii) is hereby amended by adding the words "engines, Flight Simulators and other Aircraft
Related Equipment" immediately after the word "aircraft" in clause (E) thereof.
(f) Permitted Liens — Insurance and Requisition Proceeds; Standard Warranties. Section 6.1(a)(ii) is hereby further amended by (i) replacing
the term "Aircraft" with the term "aircraft" each place it appears in clause (H) thereof. In addition, Section 6.1(a)(iii) is hereby amended and restated in its
entirety as follows:
"Liens on any insurance and requisition proceeds received with respect to any aircraft, engine, Flight Simulator or other Aircraft Related
Equipment and the benefit of all standard warranties related thereto, in each case to the extent that the aircraft, engine, Flight Simulator or other Aircraft
Related Equipment does not constitute Collateral".
(g) Permitted Liens — Replacement Secured Financing. Section 6.1(a)(ix) is hereby amended by deleting the words "with the Net Issue Proceeds
of" and replacing such words with "in connection with".
(h) Permitted Liens — Second Lien. Section 6.1(a)(xiii) is hereby amended and restated in its entirety as follows:
"Liens on any of the Collateral securing Indebtedness or other obligations so long as they are junior to the Liens in favor of the Administrative
Agent securing the Obligations pursuant to an intercreditor agreement containing the terms set forth on Exhibit K, it being understood and agreed that
the Administrative Agent is authorized to execute and deliver such an intercreditor agreement on behalf of itself, the