exv10w50






Exhibit 10.50




EXECUTION VERSION




AMENDMENT NO. 1

TO

LOAN AGREEMENT [SPARE PARTS]




          THIS AMENDMENT NO. 1 TO LOAN AGREEMENT [SPARE PARTS] (the “Amendment”) is entered into
as of this 5th day of December 2008 among US AIRWAYS, INC., a Delaware corporation (the
“Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Administrative Agent
for the Lenders (the “Administrative Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as the Collateral Agent (the “Collateral Agent”), GENERAL ELECTRIC CAPITAL
CORPORATION, as the Original Lender (herein called the “Original Lender”), and such other
lenders as may from time to time become party to the Loan Agreement (as hereinafter defined)
(together with the Original Lender, the “Lenders”).




RECITALS:




          A. The Borrower, the Administrative Agent, the Lenders and the Collateral Agent have
heretofore executed and delivered a Loan Agreement [Spare Parts], dated as of October 20, 2008
prior to the effectiveness of this Amendment (the “Original Loan Agreement”), pursuant to
which Lenders agreed to make loans to the Borrower to be secured by a Lien (such term and other
capitalized terms used without definition herein have the meanings assigned to them in, or by
reference in, the Loan Agreement) on certain spare parts and related property owned by the Borrower
and stored at certain locations.




          B. The Borrower wishes to exercise its option to make the Special Prepayment as provided in
the Original Loan Agreement.




          C. In connection with such Special Prepayment, the Borrower has requested that the
Administrative Agent, the Lenders and the Collateral Agent enter into this Amendment in order to
permit the Borrower to solicit and obtain new loan commitments from new lenders and to provide the
Borrower with the right to borrow certain new loans, all on the terms and subject to the provisions
set forth herein.




          D. The Administrative Agent, the Lenders and Collateral Agent are willing to amend the
Original Loan Agreement on the terms and conditions set forth herein.




          NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto agree as follows:




          Section 1. Amendments.






 




			
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          A. Section 1.1 of the Original Loan Agreement is amended in full to read as follows:




          “Section 1.1. The Loan.




          (a) Commitments.




               (1) Funding Date. Subject to the terms and conditions of this Loan Agreement, on the Funding
Date, each Original Lender shall advance funds in an amount equal to its Percentage Share of the
Maximum Facility Amount; provided that no Original Lender shall have any obligation to advance
funds in excess of the amount of its Commitment. As evidence of the funds advanced by each
Original Lender, on the Funding Date the Borrower shall issue and deliver to each Original Lender,
as provided hereunder, a Note payable to such Original Lender in an original principal amount
equal to the amount of such Lender’s Percentage Share of the Original Loan.



               (2) New Loan Dates. Provided that no Potential Default has occurred and is continuing and
that the Borrower has elected to make and has made the Special Prepayment, the Borrower shall be
entitled at any time and from time to time prior to March 31, 2009 (or such earlier date as the
Borrower notifies the Administrative Agent in writing that it is irrevocably relinquishing its
right to obtain New Loans pursuant to this Section 1.1(a)(2)), to solicit and obtain loan
commitments (each, a “New Loan Commitment”) from additional lenders (each a “New
Lender”), in an amount not less that ** per New Lender, and in an aggregate maximum amount for
all New Lenders of $100,000,000 (the “Maximum New Loan Commitment”), with each such New
Loan Commitment providing for the funding by such New Lender of loans (a “New Loan”) on
any Business Day (a “New Loan Date”) on or prior to March 31, 2009 (or such earlier date
as the Borrower notifies the Administrative Agent in writing that it is irrevocably relinquishing
its right to obtain New Loans pursuant to this Section 1.1(a)(2)). The Borrower acknowledges and
agrees that neither the Borrower nor any Affiliate of the Borrower shall be, or shall be permitted
to be, a New Lender. **. A New Lender shall have rights under this Agreement, and may advance a
New Loan under this Agreement, only after executing and delivering to the Administrative Agent an
agreement in a form reasonably satisfactory to the Administrative Agreement by which such New
Lender is joined to the Loan Agreement as a party thereto and a “Lender” thereunder (herein, a
“NL Joinder”). On each New Loan Date, each New Lender shall make a Loan to the Borrower
in an amount equal to its New Loan Commitment; provided that (a) no New Lender shall have any
obligation to make a loan to the Borrower in excess of the amount of its respective New Loan
Commitment, and (b) no other Lender shall have any obligation to advance any funds or have any
other liability resulting from a New Lender’s failure to make New Loans to the Borrower. As
evidence of the funds advanced by each New Lender, on the New Loan Date, the Borrower shall issue
and deliver to each New Lender, as provided hereunder, a Note payable to such New Lender in an
original principal amount equal to the amount of such New Lender’s New Loan and reflecting the
amortization schedule in respect of such Note, after giving effect to the New Loan. The terms and
provisions of any New Loan shall, except to the extent expressly set forth herein, be identical to
the Original Loans, and any New Loan made pursuant to the New





 




			
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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





 




			
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amendment to this Agreement shall increase the principal amount of the Loan payable on
any date prior to the Maturity Date as compared to the analogous date as set forth in the
Original Loan Agreement.




     (c) Optional Prepayment.




     (i) In General. **, the Borrower may prepay all, or any portion of the outstanding
principal amount of the Loan without premium or penalty; provided, however, that no partial
prepayment of the Loan shall be for less than **of principal. If the Borrower elects to
prepay the Loan in whole or in part, the Borrower shall pay on the Prepayment Date to the
Administrative Agent, for the account of the Lenders, the principal amount specified to be
prepaid in the applicable notice of prepayment together with all accrued and unpaid interest
thereon, **, and all other amounts then due and payable under the Transaction Documents.
Prepayments in part (other than the Special Prepayment and prepayments pursuant to Section
1.1(c)(ii) and Section 1.7(f) below) shall be applied to principal in the inverse order of
maturity.




     (ii) Limited Optional Prepayment. Notwithstanding anything to the contrary in Section
1.1(c)(i) above and without limiting the Borrower’s obligations under Sections 5.1, 5.2 and
5.3, in the event that the Borrower receives notice from any Lender of any costs that the
Borrower is required to pay to such Lender pursuant to any of Sections 5.1, 5.2 or 5.3, and
the Lender is not able to mitigate the relevant costs by changing its Lending Office
pursuant to Section 1.10 below, then the Borrower shall have the right, exercisable upon not
less than **prior notice to the applicable Lender (with a copy to the Administrative Agent),
to prepay in full the Loan Amount held by such Lender, without premium or penalty. If the
Borrower elects to make such a prepayment, then the Borrower shall pay the full Loan Amount
held by the applicable Lender, together with accrued interest thereon, any **and any amounts
due to such Lender pursuant to Sections 5.1, 5.2 and 5.3, as applicable. Any prepayment by
the Borrower pursuant to this Section 1.1(c)(ii) shall be made by the Borrower directly to
the applicable Lender, and no prepayment by the Borrower pursuant to this Section 1.1(c)(ii)
shall have any effect on the Borrower’s obligations with respect to the remaining
outstanding balance of the Loan to any of the other Lenders hereunder. For the avoidance of
doubt such prepayment may be made prior to the Designated Date and may be in an amount less
than**.




     (d) Collateral Compliance Prepayment. In the event that, in accordance with Section
3.03 of the Mortgage, the Borrower is entitled to make, and elects to make, a prepayment of
the Loan, then the principal amount of such prepayment, together with accrued interest
thereon to the date of such prepayment, **, shall be paid, without premium or penalty, by
the Borrower to the Administrative Agent for the account of all Lenders. Any prepayment
pursuant to this Section 1.1(d) shall be applied to principal**. For the avoidance of doubt
such prepayment may be made prior to the Designated Date and may be in an amount less
than**.




     (e) Special Prepayment. Notwithstanding anything to the contrary elsewhere in this
Agreement or the other Transaction Documents, the Borrower may prepay an





 




			
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amount equal to the Special Prepayment Amount,**. In the event that the Borrower makes
the prepayment contemplated by this Section 1.1(e), then the schedule for the payment of the
remaining outstanding principal balance of the Loan shall be as set forth in Part 2 of
Schedule 2; provided, that the foregoing change in amortization schedule shall be deferred
until**.




     (f) Pro Rata Treatment. Except to the extent otherwise provided herein (including, but
not limited to, as otherwise specified in Sections 1.1(a)(2) and 1.1(c)(ii) above): (a) the
borrowing of the Original Loans from the Original Lenders under Section 1.2 shall be made
from the Original Lenders pro rata according to the amounts of their respective Commitments;
(b) each payment or prepayment of principal of the Loan shall be made for account of the
Lenders pro rata in accordance with the respective unpaid principal amounts of the Loan held
by them (as evidenced by the Notes held by them); and (c) each payment of interest on the
Loan shall be made for account of the Lenders pro rata in accordance with the amounts of
interest on the Loan then due and payable to the Lenders, but must in all respects comply
with the terms of the Mortgage.




     (g) **so long as (i) the Borrower has**, (ii) no Potential Default has occurred and is
continuing, (iii) the Borrower no longer has the right to incur New Loans (including, in the
event that the Borrower relinquishes such right), (iv) **and (v) the remaining Pledged Spare
Parts, after giving effect to such release (and any cure pursuant to Section 3.03 of the
Mortgage), will satisfy each of the Collateral Value Tests, in each case as measured as of
the date when the**, but based on the Current Market Value of such Pledged Spare Parts as of
the most recent Valuation Date. In the event that the Borrower no longer has the right to
incur New Loans (including, in the event that the Borrower relinquishes such right), no New
Loans have been incurred by the Borrower and the **(or such earlier date as the Borrower
notifies the Administrative Agent in writing that it is irrevocably relinquishing its right
to obtain New Loans pursuant to Section 1.1(a)(2)), then the schedule for the payment of the
remaining outstanding principal balance of the Loan shall be as set forth in Part 4 of
Schedule 2.




     B. Section 1.2(a) of the Original Loan Agreement is amended in full to read as follows:




     “Section 1.2. Making the Loan.




     (a) Notice of Borrowing.




     (1) Funding Date. The Original Loan shall be requested by the delivery of a Notice of
Borrowing by the Borrower to the Administrative Agent not later than 4:00 p.m. (New York
City time) on the second Business Day prior to the Funding Date specified in such notice.
The Administrative Agent shall give to each Lender prompt notice thereof. The Notice of
Borrowing shall be irrevocable and binding on the Borrower. The Notice of Borrowing shall
be in writing specifying therein (i) the aggregate amount of the Original Loan to be funded,
and (ii) the proposed Funding Date. Each Lender shall, before 10:00 a.m. (New York City
time) on the scheduled Funding





 




			
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Date, make available for the account of its Lending Office to the Administrative
Agent’s Account, in immediately available funds, the amount of its Commitment. After the
Administrative Agent’s receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article VI as confirmed during a closing conference call pursuant to
which the Administrative Agent or its counsel shall indicate such fulfillment, the
Administrative Agent shall transfer such funds to the escrow account at**.




     (2) New Loan Date. Promptly following the Borrower obtaining a New Loan Commitment,
the Borrower shall notify the Administrative Agent of the same, including the name of the
New Lender, the amount of the New Loan Commitment and the projected New Loan Date (which
shall be a date not less than five (5) Business Days (or such earlier date as may be
acceptable to the Administrative Agent in its sole and absolute discretion) after the date
that the Borrower gives such notice). The increase to the Loan through New Loans shall be
requested by the delivery of a Notice of Borrowing by the Borrower to the New Lender and the
Administrative Agent not later than 4:00 p.m. (New York City time) on the second Business
Day prior to the New Loan Date specified in such notice; provided, however, that no such
Notice of Borrowing may be issued until the New Lender has executed and delivered an NL
Joinder to the Administrative Agent. The Administrative Agent shall give to each Lender
prompt notice thereof. The Notice of Borrowing shall be irrevocable and binding on the
Borrower. The Notice of Borrowing shall be in writing specifying therein (i) the aggregate
amount of the increase to the Loan to be funded, and (ii) the proposed New Loan Date. The
New Lender shall, before 10:00 a.m. (New York City time) on the scheduled New Loan Date,
make available for the account of its Lending Office to the Administrative Agent’s Account,
in immediately available funds, the amount of its New Loan Commitment. After the
Administrative Agent’s receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article VI as confirmed during a closing conference call pursuant to
which the Administrative Agent or its counsel shall indicate such fulfillment, the
Administrative Agent shall transfer such funds to **



          C. Section 1.4 of the Original Loan Agreement is amended in full to read as follows:





     “Section 1.4. Commitment Termination. The Commitment of each Lender other than a New
Lender shall **



          D. Section 2.1(b) of the Original Loan Agreement is amended in full to read as follows:




          “(b) **




          E. Section 2.2(a) of the Original Loan Agreement is amended in full to read as follows:





     “(a) Interest Periods. The first Interest Period shall be the period commencing on the
Funding Date (provided, that in the case of a delayed Funding Date, the date the





 




			
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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





 




			
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the enforcement (whether through negotiations, legal proceedings or otherwise) of the
Transaction Documents after the occurrence of an Event of Default (including, without
limitation, reasonable fees and expenses of one counsel for the Collateral Agent and one
counsel for all of the Lenders in connection with the enforcement of their rights under the
Transaction Documents).”




     H. Schedule 1 to the Original Loan Agreement is amended by adding the following terms, to read
as follows:



          ““Expendables Release” is defined in Section 1.1(g) of this Agreement.”




          ““Maximum New Loan Commitment” is defined in Section 1.1(a)(2) of this Agreement.””




          ““New Lender” is defined in Section 1.1(a)(2) of this Agreement.”




          ““New Lender Requests” is defined in Section 1.1(a)(2) of this Agreement.”




          ““New Loan” is defined in Section 1.1(a)(2) of this Agreement.”




          ““New Loan Commitment” is defined in Section 1.1(a)(2) of this Agreement.”




          ““New Loan Date” is defined in Section 1.1(a)(2) of this Agreement.”




          ““NL Joinder” is defined in Section 1.1(a)(2) of this Agreement.”




          ““Original Lender” means General Electric Capital Corporation.”





     ““ Original Loan Agreement” means the Loan Agreement [Spare Parts], dated as of
October 20, 2008, among the Borrower, the Administrative Agent, the Lenders and the
Collateral Agent, as in effect immediately prior to that certain Amendment No.1 to Loan
Agreement [Spare Parts] dated as of December 5, 2008 among the Borrower, the Administrative
Agent, the Lenders and the Collateral Agent becoming effective.”




     ““Original Loans” means Loans advanced by the Original Lender to the Borrower on the
Funding Date.”



          I. The following terms in Schedule 1 to the Original Loan Agreement are amended in full to
read as follows:





     ““Closing” means the time on the Funding Date at which the Loan has been advanced to
the Borrower.”




     ““Commitment” means (i) with respect to each Lender that is a signatory to this
Agreement on the date it is signed, its obligation to fund a portion of the Loan up to the
amount set forth on such Lender’s signature page hereto, (ii) with respect to any Lender
that becomes a party to this Agreement by a Transfer Supplement, its obligation to fund (if
not already funded) a portion of the Loan up to the amount set forth in such Transfer





 




			
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Supplement as the “Assigned Share”, and (iii) with respect to each New Lender, its
obligation to extend New Loans in accordance with its New Loan Commitment; provided that, in
no event shall the aggregate amount of the Commitments of all Lenders exceed the Maximum
Facility Amount.”




     ““Lenders” is defined in the first paragraph of this Agreement, and for avoidance doubt
includes any New Lenders.”




     ““Loan” means the sum of Original Loans and the New Loan; and “Loans” means Original
Loans and New Loans.”




     “Maturity Date” means the date that is the seventy-second (72nd) monthly
anniversary of the Funding Date; provided, however, if the Expendables Release occurs, then
the Maturity Date shall be the sixtieth (60th) monthly anniversary of the Funding
Date.””



     “Required Lenders” **



     J. Part 1 of Schedule 2 (Amortization of the Loan) to the Original Loan Agreement is
amended by adding the following the end of such Schedule:




     “Notwithstanding anything to the contrary set forth in this Agreement (including
Schedule 2), no amendment to this Agreement shall increase the principal amount of the Loan
payable on any date prior to the Maturity Date as compared to the analogous date as set
forth in the Original Loan Agreement.”




     K. Part 2 of Schedule 2 (Amortization of the Loan) to the Original Loan Agreement is
amended in full to read as follows:



“Part 2





     Quarterly principal payments due on the Loan, assuming the Expendables Release occurs:



          **.





     Notwithstanding anything to the contrary set forth in this Agreement (including
Schedule 2), no amendment to this Agreement shall increase the principal amount of the Loan
payable on any date prior to the Maturity Date as compared to the analogous date as set
forth in the Original Loan Agreement.”



          L. Schedule 2 (Amortization of the Loan) to the Original Loan Agreement is amended by adding
a new “Part 3” to read in full as follows:




“Part 3





     Quarterly principal payments due on the Original Loan, assuming the Borrower makes the
Special Prepayment and obtains New Loans shall be:





 




			
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          **





     Notwithstanding anything to the contrary set forth in this Agreement (including
Schedule 2), no amendment to this Agreement shall increase the principal amount of the Loan
payable on any date prior to the Maturity Date as compared to the analogous date as set
forth in the Original Loan Agreement.”



          M. Schedule 2 (Amortization of the Loan) to the Original Loan Agreement is amended by adding
a new “Part 4” to read in full as follows:




“Part 4





     Quarterly principal payments due on the Loan, assuming the Borrower makes the Special
Prepayment, does not obtain New Loans and the Expendables Release does not occur:



          **




          Notwithstanding anything to the contrary set forth in this Agreement (including Schedule 2),
no amendment to this Agreement shall increase the principal amount of the Loan payable on any date
prior to the Maturity Date as compared to the analogous date as set forth in the Original Loan
Agreement.”




          N. Schedule 2 (Amortization of the Loan) to the Original Loan Agreement is amended by adding
a new “Part 5” to read in full as follows:




“Part 5





     Quarterly principal payments due in respect of New Loans (in the aggregate) in the
first twelve Periods shall, at no time, be no less than the amounts calculated below in
respect of each Period:



          **



          with each such scheduled amortization payment being reduced to an amount calculated pursuant
to the following formula:



          **




          Where:




          **.




          Notwithstanding anything to the contrary set forth in this Agreement (including Schedule 2),
no amendment to this Agreement shall increase the principal amount of the Loan payable on any date
prior to the Maturity Date as compared to the analogous date as set forth in the Original Loan
Agreement.”




          Section 2. Amendments to Senior Mortgage.






 




			
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          That certain Spare Parts Mortgage and Security Agreement dated as of October 20, 2008 between
the Borrower and the Collateral Agent (the “Senior Mortgage”) shall be deemed amended upon this
Amendment becoming effective pursuant to Section 4 below as follows:




          A. The first sentence of Section 7.01(c) of the Senior Mortgage shall be deleted in its
entirety; and




          B. The definition of “Expendable Parts Release” set forth in Appendix A to the Senior Mortgage
shall be amended and restated in its entirety to read: ““Expendables Parts Release” has the meaning
given to the term “Expendables Release” in the Loan Agreement.”




          The Borrower and the Collateral Agent hereby agree to enter into a confirmatory amendment to
the Senior Mortgage promptly following this Amendment becoming effective pursuant to Section 4
below in order to document the amendments to the Senior Mortgage set forth in this Section 2.




          Section 3. Amendments to Subordinated Mortgage.




          That certain Subordinated Spare Parts Mortgage and Security Agreement dated as of October 20,
2008 between the Borrower and the Collateral Agent (the “Subordinated Mortgage”) shall be deemed
amended upon this Amendment becoming effective pursuant to Section 4 below as follows:




          A. The first sentence of Section 7.01(c) of the Subordinated Mortgage shall be deleted in its
entirety; and




          B. The definition of “Expendable Parts Release” set forth in Appendix A to the Subordinated
Mortgage shall be amended and restated in its entirety to read: ““Expendables Parts Release” has
the meaning given to the term “Expendables Release” in the Loan Agreement.”




          The Borrower and the Collateral Agent hereby agree to enter into a confirmatory amendment to
the Subordinated Mortgage promptly following this Amendment becoming effective pursuant to Section
4 below in order to document the amendments to the Subordinated Mortgage set forth in this Section
3.




          Section 4. Miscellaneous.




          A. Effectiveness: This Amendment shall become effective upon the making of the
Special Prepayment by the Borrower on or before December 5, 2008, which the Borrower may elect to
do or not to do, at its option.




          B. Effect on Syndication Agreement: Reference is made to the Syndication Agreement
dated as of October 20, 2008 (the “Syndication Agreement”) among the Borrower and General Electric
Capital Corporation (“GECC”). GECC acknowledges that if Borrower






 




			
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makes the Special Prepayment, which the Borrower may elect to do or not to do, at its option,
the Syndication Agreement shall automatically terminate and be of no further force or effect.




          C. Limitation on Amendment: Except as expressly amended hereby, all terms and
provisions of the Loan Agreement remain in full force and effect and are hereby ratified and
confirmed.




          D. Counterparts. This Amendment may be executed in any number of counterparts and by
the parties hereto on separate counterparts. All counterparts of this Amendment executed by the
parties hereto together shall constitute one instrument.




          E. Governing Law. This Amendment is being delivered in the State of New York and
shall in all respects, including all matters of construction, validity and performance, be governed
by, and construed in accordance with, the laws of the State of New York.




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          IN WITNESS WHEREOF, this Amendment No. 1 to Loan Agreement [Spare Parts] has been duly
executed and delivered all as of the date first above written.




	 	 	 	 	 
	 	US AIRWAYS, INC.

 	 
	 	By:  	/s/ Thomas T. Weir
 	 
	 	 	Name:  	Thomas T. Weir 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION

as the Administrative Agent, Collateral Agent and

Original Lender

 	 
	 	By:  	/s/ Ricardo B. Silva
 	 
	 	 	Name:  	Ricardo B. Silva 	 
	 	 	Title:  	Vice President 	 
	 




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