US Airways 2008 Annual Report Download - page 373

Exhibit B
EXHIBIT K
TERMS OF LIEN SUBORDINATION
(i) the Lenders will have exclusive rights to exercise, and a block on the ability of the lenders under the second lien facility (the "Junior Lienholders") to
exercise lien-related rights and remedies until after the expiration of a standstill period of 180 days and thereafter so long as the Lenders have
commenced the exercise of remedies;
(ii) the Junior Lienholders will not object to the amount, enforceability or priority of the Lenders' claims or liens and will acknowledge that the Lenders'
senior obligations for purposes of the intercreditor agreement will include post petition interest, whether or not allowed;
(iii) the Junior Lienholders will not object to (or support others in objecting to) a "debtor-in-possession" financing or use of cash collateral;
(iv) the Junior Lienholders will not object to the Lenders' adequate protection, nor will the Junior Lienholders seek adequate protection in the form of cash
payments without the consent of the Lenders; provided that, Junior Lienholders shall be entitled to obtain replacement liens on the Collateral if the
Lender's first obtain a replacement lien on such Collateral so long as the Junior Lienholders' lien is subordinate to the Lender's lien on at least the same
terms hereof;
(v) the Junior Lienholders will not object, and will be deemed to have consented to (including for purposes of Section 363(f) of the Bankruptcy Code), any
sale or disposition of the Collateral under the Loan Documentation consented to by the Lenders whether in a consensual sale or disposition, upon
enforcement of rights outside of bankruptcy, in any bankruptcy proceeding or otherwise, and the Junior Lienholders will be deemed to have released
their liens on such assets (but shall retain their lien on the sale proceeds thereof subject to all rights of the Lenders to such proceeds);
(vi) the Junior Lienholders shall retain the same rights as any unsecured creditor;
(vii) the Lenders and the Junior Lienholders shall have separate grants of security and vote as separate classes on any plan of reorganization in connection with
any bankruptcy proceeding;
(viii) the documentation with respect to the second lien facility will not be amended in certain respects without the consent of the Lenders; and
(ix) No provisions inconsistent with the terms of this Exhibit shall be included in any documentation related to the Junior Lienholders' facilities.