exv10w49





 Exhibit 10.49




Execution Version





 





Loan Agreement [Spare Parts]




Dated as of October 20, 2008




among




US Airways, Inc.,




General Electric Capital Corporation,

as Administrative Agent

General Electric Capital Corporation,

as Collateral Agent,

General Electric Capital Corporation

as Original Lender




AND




The Lenders




From time to Time Party Hereto




 






 









 








Table of Contents




	 	 	 	 	 
	 	 	Page
	Article I  The Loan
	 	 	1	 
	 
	 	 	 	 
	Section 1.1.  The Loan
	 	 	1	 
	Section 1.2.  Making the Loan
	 	 	3	 
	Section 1.3.  Fees
	 	 	4	 
	Section 1.4.  Commitment Termination
	 	 	4	 
	Section 1.5.  [Intentionally omitted.]
	 	 	4	 
	Section 1.6.  [Intentionally omitted.]
	 	 	4	 
	Section 1.7.  Special Provisions Governing the Loan
	 	 	5	 
	Section 1.8.  Payments and Computations
	 	 	7	 
	Section 1.9.  Sharing of Payments, Etc.
	 	 	8	 
	Section 1.10.  Obligation of Lenders to Mitigate
	 	 	8	 
	 
	 	 	 	 
	Article II  Interest
	 	 	8	 
	 
	 	 	 	 
	Section 2.1.  Rate of Interest
	 	 	8	 
	Section 2.2.  Interest Periods
	 	 	9	 
	(a)  Interest Periods
	 	 	9	 
	(b)  Expiration of Interest Periods
	 	 	9	 
	Section 2.3.  Interest Payments
	 	 	9	 
	Section 2.4.  Default Rate
	 	 	9	 
	Section 2.5.  Computation of Interest
	 	 	9	 
	Section 2.6.  Maximum Rate
	 	 	9	 
	 
	 	 	 	 
	Article III  Representations and Warranties
	 	 	10	 
	 
	 	 	 	 
	Section 3.1.  Representations and Warranties
	 	 	10	 
	(a)  Organization; Powers
	 	 	10	 
	(b)  Authorization; Enforceability
	 	 	10	 
	(c)  No Violation
	 	 	10	 
	(d)  Governmental Approvals
	 	 	11	 
	(e)  Litigation
	 	 	11	 
	(f)  Financial Condition
	 	 	11	 
	(g)  No Default
	 	 	11	 
	(h)  Investment and Holding Company Status
	 	 	12	 
	(i)  Use of Proceeds
	 	 	12	 
	(j)  Licenses, Permits, etc.
	 	 	12	 
	(k)  Compliance with Laws
	 	 	12	 
	(l)  Tax Returns
	 	 	12	 
	(m)  Information
	 	 	12	 
	(n)  ERISA
	 	 	12	 
	Section 3.2.  The Pledged Spare Parts
	 	 	13	 
	(a)  Good Title
	 	 	13	 
	(b)  Filings
	 	 	13	 






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Table of Contents

(Continued)




	 	 	 	 	 
	 	 	Page
	(c) [Intentionally Omitted]
	 	 	14	 
	(d) Section 1110
	 	 	14	 
	(e) Conditions
	 	 	14	 
	(f) Location, Identification and Release of Pledged Spare
Parts
	 	 	14	 
	(g) Software
	 	 	14	 
	(i) Spare Parts
	 	 	14	 
	(j) Certain Matters Concerning Affiliates
	 	 	14	 
	Section 3.3. Representations and Warranties of the Lenders
	 	 	15	 
	(a) Accredited Investor
	 	 	15	 
	(b) Investment Intent
	 	 	15	 
	(c) ERISA
	 	 	15	 
	(d) No Offering
	 	 	15	 
	 
	 	 	 	 
	Article IV Covenants
	 	 	15	 
	 
	 	 	 	 
	Section 4.1. Covenants of the Borrower
	 	 	15	 
	(a) Financial Statements and Other Information
	 	 	15	 
	(b) Existence; Conduct of Business
	 	 	17	 
	(c) Mergers and Consolidations
	 	 	17	 
	(d) Delivery of Post-Recording FAA Opinion
	 	 	18	 
	(e) Software
	 	 	18	 
	(f) Compliance with Mortgage
	 	 	18	 
	(g) ERISA
	 	 	19	 
	(h) Minimum Unrestricted Cash Amount
	 	 	19	 
	(i) Records
	 	 	19	 
	(i) Operations of Affiliates
	 	 	19	 
	 
	 	 	 	 
	Article V Increased Costs; General Indemnity
	 	 	19	 
	 
	 	 	 	 
	Section 5.1. Increased Costs
	 	 	19	 
	Section 5.2. Capital Adequacy
	 	 	19	 
	Section 5.3. Withholding of Taxes
	 	 	19	 
	(a) Payments to Be Free and Clear
	 	 	19	 
	(b) Grossing-up of Payments
	 	 	19	 
	(c) Evidence of Exemption from U.S. Withholding Tax
	 	 	19	 
	Section 5.4. (a) Other Taxes
	 	 	21	 
	Section 5.4. (b) Contest of Tax Claims
	 	 	21	 
	(c) Non-Parties
	 	 	21	 
	Section 5.5. Indemnity
	 	 	21	 






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Table of Contents

(Continued)




	 	 	 	 	 
	 	 	Page
	Article VI Conditions Precedent
	 	 	22	 
	 
	 	 	 	 
	Section 6.1. Conditions to Effectiveness of Commitments
	 	 	22	 
	Section 6.2. Conditions to Funding
	 	 	22	 
	Section 6.3. Additional Conditions to Funding
	 	 	27	 
	 
	 	 	 	 
	Article VII Events of Default
	 	 	29	 
	 
	 	 	 	 
	Section 7.1. Events of Default
	 	 	29	 
	 
	 	 	 	 
	Article VIII The Transaction Agents
	 	 	31	 
	 
	 	 	 	 
	Section 8.1. Appointment and Authorization
	 	 	31	 
	Section 8.2. Delegation of Duties
	 	 	31	 
	Section 8.3. Exculpatory Provisions
	 	 	31	 
	Section 8.4. Reliance by Transaction Agents
	 	 	32	 
	Section 8.5. Notice of Events of Default
	 	 	32	 
	Section 8.6. Non-Reliance on Transaction Agents and Other Lenders; Lender
Representations
	 	 	32	 
	Section 8.7. Transaction Agents and Affiliates
	 	 	32	 
	Section 8.8. Indemnification
	 	 	33	 
	Section 8.9. Successor Transaction Agents
	 	 	33	 
	 
	 	 	 	 
	Article IX Miscellaneous
	 	 	33	 
	 
	 	 	 	 
	Section 9.1. Amendments
	 	 	33	 
	Section 9.2. Notices
	 	 	34	 
	Section 9.3. Costs and Expenses
	 	 	34	 
	Section 9.4. Certain Agreements
	 	 	34	 
	Section 9.5. Entire Agreement
	 	 	34	 
	Section 9.6. Cumulative Rights and Severability
	 	 	34	 
	Section 9.7. Waivers
	 	 	35	 
	Section 9.8. Successors and Assigns; Participations; Assignments
	 	 	35	 
	(a) Successors and Assigns
	 	 	35	 
	(b) Participations
	 	 	35	 
	(c) Assignments
	 	 	35	 
	(d) Register
	 	 	36	 
	Section 9.9. Confidentiality
	 	 	36	 
	Section 9.10. Counterparts
	 	 	37	 
	Section 9.11. Governing Law; Submission to Jurisdiction; Venue
	 	 	37	 
	Section 9.12. Waiver of Trial by Jury
	 	 	38	 
	Section 9.13. Effective Date
	 	 	38	 






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Table of Contents

(Continued)




	 	 	 
	Schedule 1

	 	Definitions
	Schedule 2

	 	Amortization of the Loan
	Schedule 3

	 	Certain Information
	Schedule 4

	 	ERISA Plans
	Schedule 5

	 	Certain Rotables and Key Repairables






	 	 	 
	Exhibit A

	 	Form of Mortgage
	Exhibit B

	 	Form of Promissory Note
	Exhibit C

	 	Form of Notice of Borrowing
	Exhibit D

	 	Form of Opinion of Special Counsel to the Borrower for Closing
	Exhibit E

	 	Form of Opinion of Borrower’s Legal Department for Closing
	Exhibit F

	 	Form of Transfer Supplement
	Exhibit G

	 	Form of Certificate of Non-Bank Status
	Exhibit H

	 	Form of FAA Counsel’s Opinion
	Exhibit I

	 	Form of Subordinated Parts Mortgage
	Exhibit J

	 	Form of Subordinated Engine Mortgage
	Exhibit K

	 	Form of Subordinated Aircraft Mortgage
	Exhibit L

	 	Form of Omnibus Intercreditor Agreement
	Exhibit M

	 	Form of PK Loan Agreement Amendment
	Exhibit N

	 	Form of PK Mortgage Amendment
	Exhibit O

	 	Form of Subordinated Lease Assignment







- iv -









 








Loan Agreement [Spare Parts]




     THIS LOAN AGREEMENT [SPARE PARTS], dated as of October 20, 2008 (this “Agreement”), is
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 (herein
called the “Original Lender”), and such other lenders as may from time to time be party hereto
(together with the Original Lender, the “Lenders”). Certain capitalized terms used herein
are defined, and certain rules of construction are specified, in Schedule 1.



Background




     l. The Lenders have agreed to make loans to the Borrower to be secured by a Lien on certain
spare parts and related property owned by the Borrower and stored at certain locations.



     2. In connection with such loans, the parties hereto wish to enter into certain related
understandings, as set forth herein.



     The parties hereto agree as follows:



Article I

The Loan




     Section 1.1. The Loan.



     (a) Commitments. Subject to the terms and conditions of this Loan Agreement, on the Funding
Date, each Lender shall advance funds in an amount equal to its Percentage Share of the Maximum
Facility Amount; provided that no Lender shall have any obligation to advance funds in excess of
the amount of its Commitment. As evidence of the funds advanced by each Lender, on the Funding
Date the Borrower shall issue and deliver to each Lender, as provided hereunder, a Note payable to
such Lender in an original principal amount equal to the amount of such Lender’s Percentage Share
of the Loan. 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. The Loan shall mature on the Maturity Date, and the principal of
the Loan shall be payable **installments in the amount set forth in Part 1 of Schedule 2 to this
Agreement with respect to each Payment Date; provided, however, **installments in the amount forth
in Part 2 of Schedule 2 to this Agreement with respect to each Payment Date; provided that, in the
event that the Loan shall have been prepaid in part pursuant hereto (other than pursuant to Section
1.1(e) hereof), from and after the date of the relevant prepayment, the amounts of such
installments shall be reduced, **, by the amount of such partial prepayment. 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, and, in the event that the Borrower makes the prepayment contemplated by
Section 1.1(e) hereof, then, upon request by





 




			
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the Borrower, the Lenders shall surrender their Notes for replacement Notes which reflect the
revised Maturity Date and amortization schedule provided for by the terms of this Agreement
following such prepayment by the Borrower. In the case of each Note, each payment of the principal
amount, **, and interest or other amounts due thereon shall be applied, **, if any, and to the
extent permitted by law, **, second, to the payment of accrued interest on the Loan to the
date of such payment, third, to the payment of**, due hereunder in respect of the Loan, and
fourth, the balance, if any, remaining thereafter, to the payment of the principal amount
of the Loan remaining unpaid**.



     (c) **.




     (i) In General. **, on any Business Day (a “Prepayment Date”), on not less than
three (3) Business Days’ prior irrevocable written notice from the Borrower to the
Administrative Agent, 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.
**




     (ii) **, 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 ten Business Days’ 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, **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) ** 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**.





 




			
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     (e) ** 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.



     In order to raise the funds for such prepayment, the Borrower shall have the right (but not
the obligation) to sell or finance to a third party**; provided, that the foregoing shall not
prohibit Borrower from using such **following the sale thereof. For the avoidance of doubt,
however, in connection with any Special Prepayment, (i) any and all sold Spare Parts may remain at
Designated Locations so long as such Spare Parts are, promptly following the closing of the sale,
segregated from the Pledged Spare Parts in the manner contemplated by the Mortgage with respect to
Excluded Parts, and Borrower otherwise complies with its obligations under the Mortgage with
respect to the remaining Collateral, and (ii) Borrower may not refinance the Loan in any
transaction in which a lien on any portion of the Pledged Spare Parts (excluding the **released
from the Collateral as a result of the Special Prepaymant) or other Collateral is granted to a
party other than Collateral Agent, regardless of whether such other lien is senior or junior to the
liens in favor of Collateral Agent. Upon receipt by the Administrative Agent of the full principal
amount to be prepaid as contemplated by this Section 1.1(e), together with accrued interest**, and
without regard to the source of such funds used to make the Special Prepayment, then all of the
Pledged Spare Parts that are **shall be released from the Lien of the Mortgage and the Subordinated
Parts Mortgage so long as 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 **are to be released, but based on the
Current Market Value of such Pledged Spare Parts as of the most recent Valuation Date.



     (f) Pro Rata Treatment. Except to the extent otherwise provided herein (including, but not
limited to, as otherwise specified in Section 1.1(c)(ii) above): (a) the borrowing of the Loan
from the Lenders under Section 1.2 shall be made from the 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.



     Section 1.2. Making the Loan.



          (a) The 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 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






 




			
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Funding 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**.




     (b) If for any reason a Closing is not consummated on the Funding Date set forth in the Notice
of Borrowing, the Borrower may, by written notice to the Administrative Agent given by 5:00 p.m.,
New York City time on the scheduled Funding Date, designate a delayed Funding Date for such
Closing, in which case the Administrative Agent shall hold the funds provided by the Lenders until
such delayed Funding Date and use reasonable efforts to invest such funds in Permitted Investments,
as directed by the Borrower, provided, that if such Closing does not occur by the third Business
Day after such initial scheduled Funding Date, such funds shall be returned to the Lenders. The
Administrative Agent shall pay to the Borrower upon its request any earnings from such investments,
and the Borrower shall pay to the Administrative Agent upon its request any losses from such
investments. If the Closing fails to occur on a scheduled or delayed Funding Date and the Borrower
does not give notice of a delayed Funding Date pursuant to this Section, the Administrative Agent
shall promptly return to the Lenders the amounts funded by them and the Borrower shall pay to the
Lenders upon demand **with respect to amounts funded plus, in the case of failure to close on a
delayed Funding Date, interest from and including the initial scheduled Funding Date to but
excluding the date on which such funds are returned by 1:00 p.m. (New York City time) (or, if
returned after such time on such date, to but excluding the next Business Day), at a rate per annum
equal to the relevant Interest Rate that would have been applicable thereto had the Closing
occurred on the initial scheduled Funding Date. If the Borrower has designated a delayed Funding
Date pursuant to this Section and the Closing occurs on such delayed Funding Date, the Loan shall
begin to accrue interest at the relevant Interest Rate on the date that funds were originally
provided by the Lenders to the Administrative Agent to make the Loan (which shall be deemed to be
the commencement date of the initial Interest Period for the Loan); provided, however, if all
conditions precedent specified in Article VI are satisfied in full on or before the initial
scheduled Funding Date and the Closing does not occur on the initial scheduled Funding Date solely
due to the failure of the Lenders to fund the Loan pursuant to their respective Commitments
hereunder (but the Closing does occur later pursuant to this Section 1.2(b)), then the Loan shall
begin to accrue interest only on the date that the Closing actually occurs (rather than from the
initial scheduled Funding Date).



     Section 1.3. **



     Section 1.4. Commitment Termination. The Commitment of each Lender shall terminate on the
earlier of (i) the making of the Loan pursuant to Section 1.2(a) above, or (ii) at 5:00 p.m. (New
York time) on the Commitment Termination Date.



     Section 1.5. [Intentionally omitted.].



     Section 1.6. [Intentionally omitted .].





 




			
	**	 	Confidential Treatment Requested.





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     Section 1.7. Special Provisions Governing the Loan. Notwithstanding any other provision of
this Agreement to the contrary, the following provisions shall govern with respect to the Loans as
to the matters covered:



     (a) As soon as practicable after 11:00 a.m. (London time) on each Interest Rate Determination
Date, the Administrative Agent shall determine the Interest Rate that shall apply to the Notes for
the applicable Interest Period in accordance with Section 2.2 (which determination shall, absent
manifest error, be conclusive and binding) and shall promptly give notice thereof (in writing or by
telephone confirmed in writing) to the Borrower, the Collateral Agent and each Lender; provided
that the Administrative Agent’s failure to so give notice shall not relieve the Borrower of its
obligation to pay interest on the Notes hereunder.



     (b) [Intentionally Omitted.]



     (c) In the event that on any date the making by any Lender of its Percentage Share of the Loan
(if not yet funded) or the maintaining or continuation by any Lender of its outstanding Loan Amount
has become unlawful as a result of compliance by such Lender in good faith with any change that
becomes effective after the date hereof in any law, treaty, governmental rule, regulation,
guideline or order (whether or not having the force of law), then, and in any such event, such
Lender shall be an “Affected Lender” and it shall promptly so notify (by facsimile or by telephone
confirmed in writing) the Borrower and the Administrative Agent (which notice the Administrative
Agent shall promptly transmit to each other Lender). Thereafter (i) the obligation of the Affected
Lender to make its Percentage Share of the Loan in accordance with its Commitment (if not yet
funded) shall be suspended until such notice shall be withdrawn by the Affected Lender, (ii) the
Affected Lender’s obligation to maintain its outstanding Loan Amount as evidenced by its Notes (the
“Affected Loan Amount”) shall be suspended with respect to the Affected Loan Amount until such
notice shall be withdrawn by the Affected Lender, and (iii) the parties shall follow the procedures
set forth in Section 1.7(f) with respect to the Affected Loan Amount so long as, if following such
procedures, the maintaining or continuation of such Affected Loan Amount or the balance of the Loan
is not unlawful. Except as provided in the immediately preceding sentence, nothing in this Section
1.7(c) shall affect the obligation of any Lender other than an Affected Lender to make its
Percentage Share of the Loan or maintain its Loan Amount as evidenced by its Notes in accordance
with the terms of this Agreement.



     (d) The Borrower shall**, within ten (10) Business Days after written request by that Lender
(which request shall set forth in reasonable detail the basis for requesting such amounts),
**(collectively,**) which that Lender may sustain: (i) except as provided in Section 1.2(b), if
for any reason (other than a default by that Lender) a borrowing of the Loan does not occur on a
date specified therefor in a Notice of Borrowing, (ii) as a consequence of any prepayment or other
principal payment of the Loan or any portion thereof that occurs on a date other than the last day
of an Interest Period, (iii) to the extent that any prepayment of the Loan or any portion thereof
is not made on any date specified in a notice of prepayment given by the Borrower (including,
without limitation, any notice of prepayment revoked by the Borrower), or (iv)  as a consequence of
any default by the Borrower in the repayment of the Loan when required by the terms of this
Agreement.





 




			
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     (e) In the case of any Lender, **shall not exceed the excess, if any, of (A) the amount of
interest which would have accrued on the principal amount of such Lender’s Loan Amount (or in the
case of an event described in subclause (i) of Section 1.7(c) above, such Lender’s Percentage Share
of the Loan) had such event not occurred, at **that would have been applicable to the Loan, for the
period from the date of such event to the last day of the then current Interest Period therefor**,
over (B) the interest that would have accrued on such amount during the **at an interest rate equal
to the **(determined **prior to the first day of the**) with a
maturity comparable to the **(or, if
no such rate exists for such period, **(as determined by the Administrative Agent). A certificate
of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant
to this Section shall be delivered to the Borrower and shall, absent manifest error, be conclusive
and binding as to the amounts owed under this Section. The Borrower shall pay such Lender the
amount shown as due on any such certificate within **after receipt thereof.



     (f) During the **following the date of any notice given to the Borrower pursuant to Section
1.7(c) or 1.7(g), each Affected Lender (or, in the case of Section 1.7(g), each Lender) and the
Borrower shall negotiate in good faith in order to arrive at a mutually acceptable alternative
basis for determining the interest rate from time to time applicable to the Affected Loan Amount
(or, in the case of Section 1.7(g), the Loan) (the “Substitute Basis”); such interest rate to be
based on an agreed cost-of-funds benchmark plus the Applicable Margin. If within the **following
the date of any such notice to the Borrower, any Affected Lender (or, in the case of
Section 1.7(g), any Lender) and the Borrower shall agree upon a Substitute Basis, such Substitute
Basis shall be retroactive to and effective from the first day of the applicable Interest Periods
until and including the last day of such Interest Periods. If after **from the date of such
notice, any Affected Lender (or, in the case of Section 1.7(g), any Lender) and the Borrower shall
have failed to agree upon a Substitute Basis, then each such Affected Lender (or, in the case of
Section 1.7(g), each such Lender) shall certify in writing to the Borrower through the
Administrative Agent (such certification to be conclusive and binding on all of the parties hereto
absent manifest error) the interest rate at which such Affected Lender (or, in the case of Section
1.7(g), such Lender) is prepared to make its Percentage Share of the Loan or maintain the Affected
Loan Amount (or, in the case of Section 1.7(g), its Loan Amount) for such Interest Periods, it
being understood that such Lender’s interest rate shall be at a rate per annum equal to a rate
which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to
fund its Percentage Share of the Loan or to maintain its Loan Amount and that such interest rate
will be retroactive to and effective from the first day of such Interest Period. If no Substitute
Basis is established, upon receipt of notice of the interest rates at which an Affected Lender (or,
in the case of Section 1.7(g), a Lender) is prepared to make its Percentage Share of the Loan or
maintain the Affected Loan Amount (or, in the case of Section 1.7(g), its Loan Amount; it being
understood that such Lender’s interest rate shall be at a rate per annum equal to a rate which
adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to fund its
Percentage Share of the Loan or to maintain its Loan Amount), the Borrower shall have the right
exercisable upon ten Business Days’ prior notice to such Affected Lender (or such Lender) through
the Administrative Agent (A) to continue to borrow the relevant Loan Amount at the interest rates
so advised by such Affected Lender (or such Lender) (as such rates may be modified, from time to
time, at the outset of each subsequent Interest Period) or (B) to, notwithstanding anything to the
contrary in Section 1.1(c)(i), prepay (including, prior to the





 




			
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Designated Date), without premium or penalty, in full the affected Loan Amount of any such
Affected Lender (or any such Lender), together with accrued interest thereon at the interest rate
certified in writing by such Affected Lender (or such Lender) as provided above and any **(provided
that **shall not include amounts attributable to an Affected Lender’s (or in the case of Section
1.7(g), a Lender’s) funding commitment of greater than three months), whereupon such affected Loan
Amount shall become due and payable on the date specified by the Borrower in such notice.




     (g) In the event that on any Interest Rate Determination Date, by reason of circumstances
affecting**, (i) the Administrative Agent determines that adequate and fair means do not exist for
ascertaining the interest rate applicable to the Loan on the basis provided for in the definition
of**, or (ii) the Required Lenders notify the Administrative Agent that the **for the applicable
Interest Period determined as of such Interest Rate Determination Date will not adequately reflect
the cost to the Lenders of making or maintaining the Loan for such Interest Period, the
Administrative Agent shall on such date give notice (by facsimile or by telephone confirmed in
writing) to the Borrower and each Lender of such circumstance, whereupon the relevant provisions of
Section 1.7(f) shall be applicable.



     Section 1.8. Payments and Computations.



     (a) The Borrower shall make each payment hereunder and under the Notes not later than 12:30
p.m. (New York City time) on the day when due in Dollars to the Administrative Agent’s Account in
immediately available funds, without set-off or counterclaim (except for any required withholding
taxes not subject to indemnification hereunder). Any amounts received after such time may, in the
discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for the purpose of calculating interest thereon. The Administrative Agent will
promptly thereafter but in no event later than 2:00 p.m. (New York City time) on the date such
funds are received by the Administrative Agent from the Borrower cause to be distributed like funds
to the Lenders for the account of their respective Lending Offices, in each case to be applied in
accordance with the terms of this Agreement. If the payment by the Borrower is received by the
Administrative Agent after 12:30 p.m., New York time, at the place of payment, the Administrative
Agent shall make payment promptly, but not later than 2:00 p.m. New York time on the next
succeeding Business Day. Upon its acceptance of any Transfer Supplement and recording of the
information contained therein in the Register pursuant to Section 9.8(d), from and after the
effective date specified in such Transfer Supplement, the Administrative Agent shall make all
payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender
assignee thereunder.



     (b) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment of interest or other
amounts as the case may be; provided, however, that, if such extension would cause payment of
interest on or principal of a Loan to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day, and such reduction of time shall be given effect
in the computation of the payment of interest hereunder.





 




			
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     Section 1.9. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of
the Loan owing to it in excess of its **of payments on account of the Obligations, such Lender
shall forthwith purchase from the other Lenders such participation in the applicable Obligations as
shall be necessary to cause such purchasing Lender to **with each of them; provided, however, that
if all or any portion of such excess payment is thereafter recovered from such purchasing Lender,
such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with an amount equal to such
**(according to the **of (i) the amount of such Lender’s required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this Section 1.9 may, to the fullest
extent permitted by law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct creditor of the Borrower
in the amount of such participation.



     Section 1.10. Obligation of Lenders to Mitigate. If an event or the existence of a condition
occurs that would cause any Lender to become an Affected Lender or that would entitle such Lender
to receive payments under Section 5.1, 5.2 or 5.3, then, upon the request of the Borrower, such
Lender will to the extent not inconsistent with any applicable legal or regulatory restrictions,
use reasonable efforts to make, fund or maintain the Commitment of such Lender or the Loan Amount
of such Lender through another lending office of such Lender, if as a result thereof the
circumstances which would cause such Lender to be an Affected Lender would cease to exist or the
additional amounts which would otherwise be required to be paid to such Lender pursuant to Sections
5.1, 5.2 and 5.3 would be reduced and if the making, funding or maintaining of such Commitment or
Loan Amount through such other lending office or in accordance with such other measures, as the
case may be, would not otherwise materially adversely affect such Commitment or Loan Amount or the
interests of such Lender; provided that such Lender will not be obligated to utilize such other
lending office in respect of the Loans pursuant to this Section 1.10 unless the Borrower agrees to
pay all incremental expenses, if any, incurred by such Lender as a result of utilizing such other
lending office as described above; provided, further, that such Lender shall have no obligation to
designate another lending office that does not maintain loans comparable to the Loan. A
certificate as to the amount of any such expenses (setting forth in reasonable detail the basis for
requesting such amount and the calculation thereof) submitted by such Lender to the Borrower (with
a copy to the Collateral Agent) shall, absent manifest error, be conclusive and binding as to the
amount of such expenses.



Article II

Interest




     Section 2.1. **



     (a) Subject to Section 1.7 hereof, each Note shall bear interest on the unpaid principal
amount thereof for each Interest Period from the date made through maturity (whether by
acceleration or otherwise) at a rate equal**. The applicable Interest Period for determining the





 




			
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Interest Rate with respect to each Note or portion thereof shall be established in accordance
with Section 2.2.




     (b) The**:



     Section 2.2. Interest Periods.



     (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 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)), and shall end on, but shall exclude, the next Interest Payment
Date, 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.



     (b) Expiration of Interest Periods. If an Interest Period would otherwise expire on a day
that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day;
provided that, if any Interest Period would otherwise expire on a day that is not a Business Day
but is a day of the month after which no further Business Day occurs in such month, such Interest
Period shall expire on the next preceding Business Day.



     Section 2.3. Interest Payments. Accrued interest on each Note shall be **of each Interest
Period; provided, that (i) interest accrued pursuant to Section 2.4 shall be payable on
demand and (ii) in the event of any repayment or prepayment of any Note (or any portion thereof),
accrued interest on the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment.



     Section 2.4. ** Notwithstanding Section 2.1, the Borrower shall pay the Administrative Agent
for the account of the Lenders and the Transaction Agents on demand interest on any principal,
interest, fee or other amount not paid hereunder, under any Note or under any other Transaction
Document when due at a rate per annum that is**.



     Section 2.5. Computation of Interest. Interest on the Notes shall be computed on the basis of
a **in the period during which such amount accrues. In computing such amounts, the first day of
the applicable period shall be included, and the last day of the applicable period shall be
excluded; provided that if a Note (or any portion thereof) is repaid on the same day on which it is
made, one day’s interest shall be paid on that Note or the relevant portion thereof.



     Section 2.6. Maximum Rate. Notwithstanding anything herein to the contrary, if at any time
the interest rate applicable to any Note, together with all fees, charges and other amounts which
are treated as interest on such Note under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for,
charged, taken, received or reserved by the Lender holding the Loan or the relevant portion





 




			
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thereof in accordance with applicable law, the rate of interest payable in respect of such
Note or the relevant portion thereof hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Note or the relevant portion thereof but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest thereon at **to the date
of repayment, shall have been received by such Lender.




Article III

Representations and Warranties




     Section 3.1. Representations and Warranties. The Borrower represents and warrants to the
Transaction Agents and each Lender as of the date of this Agreement and as of the Funding Date
that:



     (a) Organization; Powers. The Borrower is duly incorporated, validly existing and in good
standing under the laws of Delaware, has all requisite corporate power and authority to carry on
its business as now conducted and, except where the failure to do so, individually or in the
aggregate, would not have a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.



     (b) Authorization; Enforceability. The execution and delivery of the Transaction Documents by
the Borrower and the performance by the Borrower of its obligations thereunder (i) are within the
Borrower’s corporate powers, (ii) have been duly authorized by all necessary corporate action of
Borrower, (iii) do not require any stockholder approval except such as have been duly obtained, and
(iv) do not require any approval or consent of any trustee or holder of indebtedness or obligations
of the Borrower (except for any approval or consent (A) as have been duly obtained or (B) under any
indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or
other material agreement, instrument or document to which the Borrower is a party or by which the
Borrower or any of its properties is bound that the failure to obtain would not have a Material
Adverse Effect). This Agreement has been duly executed and delivered by the Borrower and the other
Transaction Documents will be duly executed and delivered by the Borrower when required by this
Agreement. This Agreement constitutes, and each of the other Transaction Documents when executed
and delivered by the Borrower will constitute, a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.



     (c) No Violation. The execution and delivery by the Borrower of the Transaction Documents and
the performance by the Borrower of its obligations thereunder do not and will not (i) violate any
provision of the Certificate of Incorporation or By-Laws of the Borrower, (ii) violate any law
applicable to or binding on the Borrower or (iii) after giving effect to the Release and the Term
Loan Agreement Amendment, violate or constitute any default under





 




			
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(other than any violation or default that would not have a Material Adverse Effect), or result
in the creation of any Lien (other than as permitted under the Mortgage) upon any Pledged Spare
Part under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract,
lease, loan or other material agreement, instrument or document to which the Borrower is party or
by which the Borrower or any of its properties is bound.




     (d) Governmental Approvals. The execution and delivery by the Borrower of the Transaction
Documents and the performance by the Borrower of its obligations thereunder do not and will not
require the consent or approval of, or the giving of notice to, or the registration with, or the
recording or filing of any documents with, or the taking of any other action in respect of, any
Governmental Authority, other than (i) the filings, recordings, notices and other ministerial
actions pursuant to any routine recording, and contractual or regulatory requirements applicable to
it, each of which has been effected or obtained, (ii) the filing of UCC financing statements and
the FAA Filed Documents and (iii) the filings described in Section 3.2(b).



     (e) Litigation. Except as set forth in the Borrower’s Annual Report on Form 10-K for 2007 (as
amended through the Funding Date), or in any Quarterly Report on Form 10-Q or Current Report on
Form 8-K filed by the Borrower with the SEC subsequent to such Form 10-K (in each case as amended
through the Funding Date), no action, claim or proceeding is now pending or, to the Actual
Knowledge of the Borrower, threatened against the Borrower before any court, governmental body,
arbitration board, tribunal or administrative agency, which is reasonably likely to be determined
adversely to the Borrower and if determined adversely to the Borrower would have a Material Adverse
Effect.



     (f) Financial Condition. The audited consolidated balance sheet of the Borrower with respect
to its most recent fiscal year included in its Annual Report on Form 10-K for 2007 (as amended
through the Funding Date) filed by the Borrower with the SEC, and the related consolidated
statements of operations and cash flows for the year then ended have been prepared in accordance
with GAAP and fairly present in all material respects the financial condition of the Borrower and
its consolidated subsidiaries as of such date and the results of its operations and cash flows for
such period, and since the date of such balance sheet there has been no Material Adverse Change in
such financial condition or operations of the Borrower, except for matters disclosed in (a) the
financial statements referred to above or (b) any subsequent Quarterly Report on Form 10-Q or
Current Report on Form 8-K filed by the Borrower with the SEC (in each case as amended through the
Funding Date). The consolidated balance sheet of the Borrower as of June 30, 2008 included in its
Quarterly Report on Form 10-Q for the period ended June 30, 2008, and the related consolidated
statement of operations and cash flows for the three months then ended have been prepared in
accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) and
fairly present in all material respects the financial condition of the Borrower and its
consolidated subsidiaries as of such date and the results of its operations and cash flows for such
period.



     (g) No Default. No Event of Default or Potential Default has occurred and is continuing.





 




			
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     (h) Investment Company Status. The Borrower is not an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940.



     (i) Use of Proceeds. No part of the proceeds of the Loan will be used by Borrower, whether
directly or indirectly, for any purpose that entails a violation of Regulations U or X of the Board
of Governors of the Federal Reserve System.



     (j) Licenses, Permits, etc. The Borrower is a Certificated Air Carrier and holds all
licenses, permits and franchises from the appropriate Governmental Authorities necessary to
authorize the Borrower to lawfully engage in air transportation and to carry on scheduled
commercial passenger service as currently conducted, except where the failure to so hold any such
license, permit or franchise would not have a Material Adverse Effect.



     (k) Compliance with Laws. Each of the Borrower and its Subsidiaries is in compliance with all
laws, regulations and orders of any governmental or regulatory authority or agency applicable to it
or its property, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.



     (l) Tax Returns. The Borrower and its Subsidiaries have timely filed all Federal income tax
returns and all other material tax returns that are required to be filed by them and have paid all
Taxes that are material in amount shown to be due pursuant to such returns or pursuant to any
assessment received by the Borrower or any of its Subsidiaries, other than any such assessment that
is being contested in good faith through appropriate proceedings and against which adequate
reserves are being maintained and the nonpayment of which (individually or in the aggregate) could
not reasonably be expected to cause a material impairment of the ability of the Borrower to
perform, or the Transaction Agents or the Lenders to enforce, the obligations of the Borrower under
the Transaction Documents. The charges, accruals and reserves on the books of the Borrower and its
Subsidiaries in respect of taxes and other governmental charges are, in the opinion of the
Borrower, adequate.



     (m) Information. Each of the Borrower’s Annual Report on Form 10-K for 2007 filed with the
SEC, the Borrower’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K subsequently
filed by the Borrower with the SEC, as of the date it was filed with the SEC (or, if such report
has been amended, in each case as amended through the Funding Date) did not contain any untrue
statement of material fact or omit to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not materially misleading.



     (n) ERISA.



          (i) Schedule 4 lists each Plan and each Multiemployer Plan maintained or contributed to, or
required to be contributed to, by the Borrower or any of its ERISA Affiliates. Each Plan has been
operated and administered in compliance with all applicable requirements of ERISA, and, if intended
to qualify under Section 401(a) or 403(a) of the Internal Revenue Code, in compliance with all
applicable requirements of such provisions except where the failure to do so could not reasonably
be expected to have, taking all instances in the aggregate, a Material Adverse Effect.






 




			
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          (ii) Full payment has been made by the Borrower or any of its ERISA Affiliates of all minimum
amounts that such entities are required to pay under the terms of each Plan and Multiemployer Plan
except where the failure to so comply, taking all instances in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.




          (iii) No ERISA Event has occurred or is reasonably expected to occur that, when taken together
with all other ERISA Events for which liability is reasonably expected to occur, could reasonably
be expected to have a Material Adverse Effect.




          (iv) Neither the Borrower nor any of its ERISA Affiliates maintains or contributes to any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to
retired employees or other former employees (other than as required by Section 601 of ERISA) or any
employee pension benefit plan (as defined in Section 3(2) of ERISA), other than a Plan the
obligations with respect to which, when taken together with the projected contributions thereto
reflected in the projections and pro forma financial information previously delivered to Lenders,
could not reasonably be expected to have a Material Adverse Effect.




          (v) No Plan maintained by the Borrower or any ERISA Affiliate is underfunded (based on the
present value of all accumulated benefit obligations thereunder) except to the extent that the
aggregate amount of underfunding with respect to all such plans, when taken together with the
projected contributions thereto reflected in the projections and pro forma financial information
previously delivered Lenders, could not reasonably be expected to have a Material Adverse Effect.




          (vi) Neither the Borrower nor any of its ERISA Affiliates has any liability (including
contingent liability) with respect to any employee benefit plan (as defined in Section 3(3) of
ERISA) that is subject to Title IV of ERISA other than the Plans and Multiemployer Plans.




     Section 3.2. The Pledged Spare Parts. The Borrower represents and warrants to the Transaction
Agents and each Lender, as of the date of this Agreement and as of the Funding Date, that:



     (a) Good
Title. (1) The Borrower has **the Pledged Spare Parts,** and the Liens to be released
by the Release and the UCC Release; and (2** (as defined in the Mortgage), without giving effect to
any waiver of any of the requirements for **in the Mortgage, in order for the Borrower to achieve
compliance with each of the**) based on the **included therein), without any need on the part of
the Borrower to**.



     (b) Filings. Except for (i) the filing for recordation (and recordation) with the FAA of the
FAA Filed Documents with respect to the Pledged Spare Parts located at the Designated Locations,
and (ii) the filing of the Financing Statements (and continuation statements relating thereto at
periodic intervals) with the Secretary of State of the State of Delaware (UCC Division) with
respect to the Collateral, no further action, including any filing or recording of any





 




			
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document (including any financing statement in respect thereof under Article 9 of the UCC) is
necessary in order to establish and perfect the Collateral Agent’s interest in the Collateral
created under the Mortgage as against the Borrower and any other Person, in each case in any
applicable jurisdiction in the United States.




     (c) [Intentionally omitted.]



     (d) **The Borrower has a reasonable belief, based on its review and analysis of the
information available to it, that (i) as of the Funding Date, **the **included within the **(by
value, determined on the basis of **as of the Funding Date)**, and (ii) Collateral Agent is
entitled to the benefits of **of the **(by value, determined on the basis of Current Market Value
as of the Funding Date) of the Pledged Spare Parts as provided in the Mortgage in the event of a
case under Chapter 11 of the Bankruptcy Code in which Borrower is a debtor.



     (e) Condition. All Pledged Spare Parts are **of Borrower relating to such Pledged Spare
Parts, and no appliances, parts, interests, appurtenances, accessories or other equipment of
whatever nature which are incorporated or installed in or attached to such Pledged Spare Parts
are**.



     (f) Location, Identification and Release of Pledged Spare Parts.   All of the Pledged Spare
Parts are or will (upon becoming subject to the Lien of the Mortgage) be maintained by or on behalf
of the Borrower at the Designated Locations, subject to Section 3.02 of the Mortgage.



     (g) **  The Borrower confirms that (i) the only **currently used by the Borrower to track the
location, use and maintenance status of its spare parts is the **(as defined in the Mortgage),
(ii) each of its license agreements with respect to the**, and (iii) Borrower has full title and
rights of use, including the right to grant a security interest, over **



     (h) [Reserved]



     (i) Spare Parts.  It is the intention of the parties to this Agreement that all Pledged Spare
Parts be “spare parts” as defined in Section 40102(a)(43) of Title 49 of the United States Code. 
The Borrower represents that it maintains the Pledged Spare Parts for the purpose of installing the
spare parts on aircraft, aircraft engines or appliances as defined in Sections 40102(a)(6), (7) and
(11) of Title 49 of the United States Code.



     (j) Certain Matters Concerning Affiliates. (i) The only Affiliates of the Borrower engaged in
the business of operating aircraft, whether for scheduled passenger service, charter service or
freight service, are Piedmont Airlines, Inc. and PSA Airlines, Inc., (ii) none of the Borrower’s
Affiliates operate**, and (iii) Schedule 5 to this Agreement identifies substantially all of the
Rotables and Key Repairables included within the Pledged Spare Parts that are** with any of the
Rotables and Key Repairables that are owned by or maintained on behalf of any of the Borrower’s
Affiliates, including, but not limited to the entities named in subclause (i), and such Rotables
and Key Repairables comprise ** of the total Rotables and Key Repairables by part number included
within the Pledged Spare Parts.





 




			
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     Section 3.3 Representations and Warranties of the Lenders. Each Lender represents and warrants
that:



     (a) Accredited Investor. It is an accredited investor (as such term is defined in Rule 501
under the Securities Act of 1933, as amended);



     (b) Investment Intent. It is acquiring its interest in a Note, and any interest in and to
the Collateral, for its own account for investment and not with a view to resale or distribution
(subject, however, to the disposition of its property being at all times within its control);



     (c) ERISA. Either (i) no part of the funds used by it to acquire its Notes constitute the
assets of (x) any employee benefit plan (as defined in section 3(3) of ERISA) that is subject to
part 4 of Title I of ERISA or Section 4975 of the Code and with respect to which the Borrower or
any of its ERISA Affiliates is the plan sponsor or is obligated to make contributions or (y) any
entity, the assets of which would be treated as assets of any such plan pursuant to Department of
Labor Regulation 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA; or (ii) the use of
such assets would not cause or give rise to a non-exempt prohibited transaction under part 4 of
Title I of ERISA or Section 4975 of the Code; and



     (d) No Offering. Neither it nor anyone acting on its behalf has directly or indirectly
offered its Notes or any interest therein or any interest in and to the Collateral, for sale to, or
solicited any offer to acquire any of the same from, the public or in any manner that would
violate, or require the registration of the issuance and sale of, such Notes or any interest
therein, or any transaction contemplated hereby, under the Securities Act of 1933, as amended, the
Trust Indenture Act of 1939, as amended, or applicable state securities laws, or that might subject
the Borrower to regulation under, require Borrower to give notice to, or register with or take any
other action in respect of, any foreign governmental authority or agency.



Article IV

Covenants




     Section 4.1. Covenants of the Borrower. The Borrower shall comply with the following
covenants and agreements, unless the Required Lenders shall otherwise consent:




     (a) Financial Statements and Other Information. The Borrower will furnish to the
Transaction Agents and each Lender:




     (i) within one hundred twenty (120) days after the end of each fiscal year of
the Borrower, a copy of the Form 10-K (excluding exhibits) filed by the Borrower
with the SEC for such fiscal year (or in lieu of such copy an e-mail notice that
such report has been filed with the SEC and providing a web site address at which
such report may be accessed, provided that such e-mail notice will satisfy this
requirement only if such report is in fact accessible at such web site address), or,
if no such Form 10-K was so filed, its audited consolidated balance sheet and
related statements of operations, stockholders’ equity and cash flows as of the end
of and for such year, setting forth in each case in comparative





 




			
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form the figures for the previous fiscal year, all reported on by the
Borrower’s independent public accountants of recognized national standing to the
effect that such consolidated financial statements present fairly in all material
respects the consolidated financial condition and results of operations of the
Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP;




     (ii) within sixty (60) days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, a copy of the Form 10-Q (excluding
exhibits) filed by the Borrower with the SEC for such quarterly period (or in lieu
of such copy an e-mail notice that such report has been filed with the SEC and
providing a web site address at which such report may be accessed, provided that
such e-mail notice will satisfy this requirement only if such report is in fact
accessible at such web site address), or if no such Form 10-Q was so filed, its
consolidated balance sheet and related statements of operations and cash flows as of
the end of and for such fiscal quarter (in the case of the statement of operations)
and the then elapsed portion of the fiscal year, setting forth in each case in
comparative form the figures for the corresponding period or periods of (or, in the
case of the balance sheet, as of the end of) the previous fiscal year, prepared in
accordance with GAAP, subject to normal year-end audit adjustments and the absence
of footnotes;




     (iii) concurrently with any delivery of financial statements under clause (i)
above, an**;




     (iv) promptly following any request therefor, such other nonconfidential
information regarding the Pledged Spare Parts, the operations, business affairs and
financial condition of the Borrower or any Subsidiary, or compliance with the terms
of the Transaction Documents, as any Transaction Agent or Lender may reasonably
request, including, without limitation, such documents and other evidence as is
reasonably requested by the Administrative Agent (for itself or on behalf of any
Lender or any bona fide prospective Lender) in order for the Administrative Agent,
such Lender or any bona fide prospective Lender to carry out and be satisfied with
the results of all necessary “Know Your Customer” or other checks in relation to the
Borrower or any of its Subsidiaries that it is required to carry out in connection
with the transactions contemplated by the Transactions Documents;




     (v) ERISA Reports: upon the request of the Collateral Agent or any Lender,
copies of the most recent annual reports or other reports (including Schedule B
thereto), returns (IRS Form 5500), audited or unaudited financial statements, and
actuarial valuations with respect to each Plan; and




     (vi) ERISA Event: promptly after the occurrence of any ERISA Event that (x)
could reasonably be expected to have a Material Adverse Effect or (y) that relates
to the occurrence or existence of an event or condition that could





 




			
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reasonably be expected to have a Material Adverse Effect, notice of such ERISA
Event.




     (b) Existence; Conduct of Business. The Borrower will, and will cause each of its
Subsidiaries to:




     (i) do or cause to be done all things necessary to preserve and maintain its
legal existence; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 4.1(c); provided
further that this Section 4.1(b)(i) shall apply to the Subsidiaries of Borrower, if
any, only to the extent that the dissolution, termination or other loss of legal
existence of such Subsidiaries would reasonably be expected to (either individually
or in the aggregate) cause a material impairment of the ability of the Borrower to
perform, or the Transaction Agents or the Lenders to enforce, the obligations of the
Borrower under the Transaction Documents.




     (ii) comply with the requirements of all applicable laws, rules, regulations
and orders of governmental or regulatory authorities if failure to comply with such
requirements would reasonably be expected to (either individually or in the
aggregate) cause a material impairment of the ability of the Borrower to perform, or
the Transaction Agents or the Lenders to enforce, the obligations of the Borrower
under the Transaction Documents;




     (iii) pay and discharge all Taxes imposed on it or on its income or profits or
on any of its property prior to the date on which penalties attach thereto, except
for any such Tax the payment of which is being contested in good faith and by proper
proceedings and against which adequate reserves are being maintained, and the
nonpayment of which (either individually or in the aggregate) could not reasonably
be expected to cause a material impairment of the ability of the Borrower to
perform, or the Transaction Agents or the Lenders to enforce, the obligations of the
Borrower under the Transaction Documents; and




     (iv) permit representatives of the Transaction Agents, during normal business
hours and on reasonable notice, to discuss its business and affairs with its
officers, all to the extent reasonably requested by the Transaction Agents;
provided, however, that this Section 4.1(b)(iv) shall apply to Subsidiaries of
Borrower, if any, only to the extent that an adverse circumstance with respect to
the business and affairs of such Subsidiaries would reasonably be expected to cause
a material impairment of the ability of the Borrower to perform or the Transaction
Agents or the Lenders to enforce, the obligations of the Borrower under the
Transaction Documents.




     (c) Mergers and Consolidations. The Borrower will not consolidate with or merge into
any other Person or convey, transfer or lease all or substantially all of its assets as an
entirety to any Person unless:





 




			
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     (i) **



     (ii) **to the Collateral Agent a duly authorized, valid, binding and
enforceable agreement in form and substance reasonably satisfactory to the
Collateral Agent containing **by such Person of the **by the Borrower;



     (iii) immediately after giving effect to such transaction, no Event of Default
shall have occurred and be continuing;




     (iv) all filings shall have been made as shall be necessary to preserve the
perfection of (A) the Lien of the Mortgage on the Pledged Spare Parts on a**
(subject to Permitted Liens) and (B) the Lien of the Subordinated Parts Mortgage on
Pledged Spare Parts on a second priority and perfected basis (subject to Permitted
Liens); and




     (v) promptly after the consummation of such transaction, the Borrower shall
deliver to the Collateral Agent a certificate of the Secretary or an Assistant
Secretary of Borrower certifying as to Borrower’s compliance with the conditions of
this Section 4.1(c) and an opinion of counsel (which may be issued by Borrower’s
Legal Department) as to Borrower’s compliance with Sections 4.1(c)(i), 4.l(c)(ii)
and 4.1(c)(iv).




Upon any consolidation or merger, or any conveyance, transfer or lease of all or
substantially all of the assets of the Borrower as an entirety in accordance with this
Section 4.1(c), the Person formed by suchconsolidation or into which the Borrower is merged
or to which such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Borrower under this Agreement and the
other Transaction Documents with the same effect as if such Person had been named as the
Borrower herein. No such **as an entirety shall have the effect of **the Borrower or any
Person which shall theretofore have become such in the manner prescribed in this Section
4.1(c) from the Borrower’s liability in respect of any Transaction Document to which it is a
party.




     (d) Delivery of Post-Recording FAA Opinion. Promptly upon recordation of the Mortgage,
the Subordinated Parts Mortgage, and each Supplemental Mortgage covering the Pledged Spare
Parts and Designated Locations pursuant to the Act, the Borrower will cause FAA Counsel to
deliver to the Collateral Agent and the Borrower a favorable opinion addressed to each of
them as to such recordation and the lack of filing of any intervening documents creating a
Lien with respect to such Pledged Spare Parts.




     (e) Software.  The Borrower hereby agrees that (i) it shall **at all times prior to the
Maturity Date of the Loan, (ii) upon written request by the Collateral Agent at any time
following the occurrence of an Event of Default, Borrower shall use the **and provide the
resulting output regarding the Pledged Spare Parts to the Collateral Agent or such other
person as the Collateral Agent may instruct, or to the Independent Appraiser or such other
party as the Collateral Agent may instruct, **




     (f) Compliance with Mortgage. The Borrower will comply with the terms and provisions
of the Mortgage.





 




			
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     (g) ERISA. The Borrower will ensure that the Plans with respect to which the Borrower
has any liability are operated in compliance with all applicable laws, except to the extent
that the failure to do so could not reasonably be expected to have a Material Adverse
Effect.




     (h) Minimum Unrestricted Cash Amount. The Borrower shall not, ** permit the aggregate
amount of Unrestricted Cash held by the Borrower to be less than Seven Hundred Fifty Million
Dollars ($750,000,000) (the “Minimum Unrestricted Cash Amount”).




     (i) Records. The Borrower shall maintain its principal records with respect to the
Pledged Spare Parts at Borrower facilities located **and **



Article V

Increased Costs; General Indemnity




     Section 5.1. Increased Costs. The Borrower **



     Section 5.2. Capital Adequacy. If (1) the adoption, after the date hereof, of any applicable
governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date
hereof, in the interpretation or administration of any such law, rule or regulation by any central
bank or other Governmental Authority charged with the interpretation or administration thereof or
(3) compliance by a Lender or any corporation or bank controlling a Lender with any applicable
guideline or request of general applicability, issued after the date hereof, by any central bank or
other Governmental Authority (whether or not having the force of law) that constitutes a change of
the nature described in clause (2) (“Capital Adequacy Change”), has the effect of **.



     Section 5.3. Withholding of Taxes.




     (a) Payments to Be Free and Clear. All sums payable by the Borrower under this
Agreement and the other Transaction Documents to each Lender and each Transaction Agent
shall (except to the extent required by law)**.




     (c) Evidence of Exemption from U.S. Withholding Tax.




     (i) Each Lender that is organized under the laws of any jurisdiction other than
the United States or any state or other political subdivision thereof shall, to the
extent it is entitled to do so, deliver to the Collateral Agent for transmission to
the Borrower, at or prior to the Closing (in the case of each Lender listed on the
signature pages hereof) or on or prior to the date of the Transfer Supplement
pursuant to which it becomes a Lender (in the case of each other Lender), (x) two
original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor
forms), properly completed and duly executed by such Lender, together with any other
certificate or statement of exemption





 




			
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required under the Internal Revenue Code or the regulations issued thereunder
to establish that such Lender is entitled to an exemption or reduction in the amount
of United States federal income tax required to be deducted or withheld from any
payments to such Lender of interest, fees or other amounts payable under any of the
Transaction Documents or (y) if such Lender is not a “bank” or other Person
described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver
either Internal Revenue Service Form W-8BEN claiming exemption under a treaty or
W-8ECI, pursuant to clause (x) above, a Certificate re Non-Bank Status together with
two original copies of Internal Revenue Service Form W-8BEN (or any successor form),
properly completed and duly executed by such Lender, together with any other
certificate or statement of exemption required under the Internal Revenue Code or
the regulations issued thereunder to establish that such Lender is entitled to an
exemption or reduction in the amount of United States federal income tax required to
be withheld from payments to such Lender of interest payable under any of the
Transaction Documents.




     Each Lender that is organized under the laws of the United States or any state
or other political subdivision thereof shall deliver to the Collateral Agent for
transmission to the Borrower, at or prior to the Closing (in the case of each Lender
listed on the signature pages hereof) or on or prior to the date of the Transfer
Supplement pursuant to which it becomes a Lender (in the case of each other Lender),
two original copies of Internal Revenue Service Form W-9 (or any successor form),
properly completed and duly executed by such Lender, if requested by the Borrower in
writing and required by the Internal Revenue Code or the regulations issued
thereunder**.




     (ii) Each Lender required to deliver any forms, certificates or other evidence
with respect to United States federal income tax withholding matters pursuant to
Section 5.3(c)(i) hereby agrees, from time to time after the initial delivery by
such Lender of such forms, certificates or other evidence, whenever a lapse in time
or change in circumstances (other than, unless notified by the Borrower, a change in
applicable United States law, including United States income tax conventions and
treaties) renders such forms, certificates or other evidence obsolete or inaccurate
in any material respect, that such Lender, to the extent it is entitled to do so,
shall promptly (x) deliver to the Collateral Agent for transmission to the Borrower
two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI or W-9, or
a Certificate re Non-Bank Status and two original copies of Internal Revenue Service
Form W-8BEN, as the case may be, properly completed and duly executed by such
Lender, together with any other certificate or statement of exemption required in
order to confirm or establish that such Lender is entitled to an exemption or
reduction in the amount of United States federal income tax required to be withheld
from payments to such Lender under the Transaction Documents or (y) notify the
Collateral Agent and the Borrower of its inability to deliver any such forms,
certificates or other evidence in which case such Lender shall not be required to
deliver any such form or certificate pursuant to this Section 5.3(c).





 




			
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     (iii) **



     Section 5.4. (a) Other Taxes. In addition to the amounts described elsewhere in this Article
V,**



     (c) Non-Parties. If a ** is not a party to this Agreement, the Borrower may require such Tax
Indemnitee to agree in writing to the terms of Sections 5.3 and 5.4 prior to making any payment to
such ** under Section 5.3 or 5.4.



     Section 5.5. Indemnity. (a) Indemnity Obligation.  The Borrower agrees to indemnify
and hold harmless each Lender, the Collateral Agent, the Administrative Agent, and their respective
successors, assigns, directors, officers, employees and agents (hereinafter in this Section 5.5
referred to individually as an “Indemnitee,” and collectively as“Indemnitees”)**
For purposes of subclause (i) above, an Indemnitee shall be considered a “related” Indemnitee
with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other
Indemnitee or a director, officer, employee or agent of such other Indemnitee, or a successor or
assignee of such other Indemnitee.



     (b) Indemnification Procedures.



          (i) Notice.  In case any action, suit or proceeding shall be brought against
anyIndemnitee for which such Indemnitee will seek indemnification under Section 5.5(a), such
Indemnitee shall notify the Borrower of the commencement thereof and the Borrower may, subject to
the provisions of this Section 5.5, at its expense, participate in and to the extent that it shall
wish (subject to the provisions of the following subsections), assume and control the defense
thereof and, subject to Section 5.5(b)(iii), settle or compromise the same.  Notwithstanding the
foregoing, the failure of any Indemnitee to notify the Borrower as provided in this Section
5.5(b)(i) shall not release the Borrower from any of its obligations to indemnify such Indemnitee
hereunder, except to the extent that such failure results in an additional Loss to the Borrower (in
which event the Borrower shall not be responsible for such additional Loss) or materially impairs
the Borrower’s ability to contest such claim.




          (ii) Control.  The Borrower or its insurer(s) shall have the right, at its or
their expense, to investigate and, if the Borrower or its insurer(s) shall agree not to dispute
liability to the Indemnitee giving notice of such action, suit or proceeding under Section 5.5(a)
or under any insurance policies pursuant to which coverage is sought, control the defense of any
action, suit or proceeding relating to any Losses for which indemnification is sought pursuant to
this Section 5.5, and each Indemnitee shall cooperate with the Borrower or its insurer(s) with
respect thereto; provided, that the Borrower shall not be entitled to control the defense
of any such






 




			
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action, suit, proceeding or compromise any such Losses during the continuance of any Event of
Default and so long as no such cooperation shall entail a material risk of (A) criminal liability
of such Indemnitee, (B) unindemnified civil liability of such Indemnitee or (C) the sale, loss,
forfeiture or seizure of the Collateral.  In connection with any such action, suit or proceeding
being controlled by the Borrower, such Indemnitee shall have the right to participate therein, at
its sole cost and expense.




          (iii) Settlement.  In no event shall any Indemnitee enter into a settlement or
other compromise with respect to any Losses without the prior written consent of the Borrower,
unless such Indemnitee waives its right to be indemnified with respect to such Losses under this
Section 5.5.




          (iv) Cooperation.  Each Indemnitee agrees to cooperate with the Borrower and its
insurers in the exercise of their rights to investigate, defend or compromise Losses for which
indemnification may be claimed hereunder.




          (v) Nonparties.  If an Indemnitee is not a party to this Agreement, the
Borrower may require such Indemnitee to agree in writing to the terms of this Section 5.5 prior to
making any payment to such Indemnitee under this Section 5.5.




          (vi) No Requirement.  Nothing contained in this Section 5.5(b) shall be deemed
to require an Indemnitee to assume responsibility for or control of any judicial proceeding with
respect to any Losses.




Article VI

Conditions Precedent




     Section 6.1. Conditions to Effectiveness of Commitments. The effectiveness of the Commitment
of each Lender under this Agreement is subject to the condition that Borrower shall have delivered
to the Administrative Agent the following:




     (i) an executed counterpart of this Agreement;




     (ii) an executed counterpart of the **(iii) an executed counterpart of the Related Loan
Agreement; and




     (iv) an executed counterpart of the **



     Section 6.2. Conditions to Funding. The obligation of the Lenders to make the Loan is subject
to the fulfillment, prior to or on the Funding Date, of the following additional conditions
precedent:




     (a) The Collateral Agent shall have received the following documents (with a copy for
each Lender):





 




			
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     (i) a Note (duly executed by the Borrower and authenticated by the Collateral
Agent) shall have been issued to each Lender in an original principal amount equal
to such Lender’s Percentage Share of the Loan;




     (ii) an executed counterpart of the Mortgage;




     (iii) the broker’s report and insurance certificate required by Appendix B of
the Mortgage and the Subordinated Parts Mortgage with respect to the Pledged Spare
Parts;




     (iv) an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special New York
counsel to the Borrower, substantially in the form of Exhibit D to this Agreement;




     (v) an opinion of the Borrower’s Legal Department, substantially in the form of
Exhibit E to this Agreement;




     (vi) (1) a certificate of the Secretary or an Assistant Secretary of the
Borrower certifying (i) the resolutions of the Borrower’s board of directors or
executive committee of such board approving the transactions contemplated by this
Agreement, (ii) the name and signature of each officer who executes a Transaction
Document or Additional Document on the Borrower’s behalf (on which certificate the
Transaction Agents and each Lender may conclusively rely until a revised certificate
is received), (iii) the Borrower’s certificate of incorporation and (iv) a copy of
the Borrower’s By-Laws and (2) a good standing certificate of the Borrower from the
Secretary of State of the State of Delaware dated as of a date reasonably close to
the Funding Date;




     (vii) an Officer’s Certificate of the Borrower, dated as of the Funding Date,
stating that its representations and warranties set forth in Sections 3.1 and 3.2 of
this Agreement are true and correct as of the Funding Date (or, to the extent that
any such representation and warranty expressly relates to an earlier date, true and
correct as of such earlier date); and




     (viii) the Financing Statements.




     (b) On the Funding Date, after giving effect to the filing of the FAA Filed Documents,
the UCC Release and the Financing Statements with respect to the Pledged Spare Parts, the
Collateral Agent under the Mortgage shall have received a duly perfected first priority
security interest in all of the Borrower’s right, title and interest in the Pledged Spare
Parts, subject only, after giving effect to the Release and the UCC Release, to Permitted
Liens that are not Liens of Record. Prior to the Funding Date, the Collateral Agent shall
have received satisfactory lien searches evidencing that the Pledged Spare Parts are free
from Liens of Record other than the Liens that are to be released pursuant to the Release.





 




			
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     (c) No change shall have occurred after the date of this Agreement in any applicable
law that makes it a violation of law for (a) the Borrower, the Transaction Agents or any
Lender to execute, deliver and perform the Transaction Documents or Additional Documents to
which any of them is a party or (b) any Lender to make its Percentage Share of the Loan with
respect to the Pledged Spare Parts.




     (d) On the Funding Date, no event shall have occurred and be continuing, or would
result from the mortgage of the Pledged Spare Parts, which constitutes an Event of Default
or a Potential Default.




     (e) The Borrower shall have received all necessary approvals from applicable
Governmental Authorities with jurisdiction over the Borrower and shall have received all
consents of third parties, including, without limitation, any consent required under the
Term Loan Agreement, for the consummation of the transactions contemplated by this
Agreement, and shall deliver copy of each such approval or consent, certified pursuant to an
Officer’s Certificate, to the Collateral Agent, or, if no such approvals or consents are
required, the Borrower shall deliver an Officer’s Certificate certifying the same.




     (f) The Borrower shall have **except, after giving effect to the Release and the UCC
Release, Permitted Liens which are not Liens of Record, and with respect to each Designated
Location that is either leased by Borrower or owned by Borrower but subject to a mortgage or
deed of trust in favor of a third party, Borrower shall have obtained from the landlord,
mortgagee or beneficiary under a deed of trust, as the case may be, a waiver of any and all
right or interest that such Person may otherwise have in the Pledged Spare Parts and such
Person’s consent, if applicable, to access by the Collateral Agent and/or any Lender or any
representative of any of them to the premises in connection with the exercise of any rights
or remedies under or pursuant to the Mortgage or the Subordinated Parts Mortgage (in each
case, in form and substance satisfactory to the Lenders).




     (g) The Collateral Agent shall be entitled to the benefits of **(determined on the
basis of Current Market Value as of the Funding Date) of the Pledged Spare Parts as
provided in the Mortgage in the event of a case under Chapter 11 of the Bankruptcy Code in
which the Borrower is a debtor.




     (h) The Collateral Agent shall have received evidence reasonably satisfactory to it
that (i) the Financing Statements and the UCC Release are in appropriate form for filing
with the Secretary of State of the State of Delaware and that the Collateral Agent is
authorized to file the Financing Statements and the UCC Release in such filing office
immediately upon the funding of the loan and of the loan under the Related Loan Agreement,
(ii) each of the Mortgage and Release is in appropriate form for filing with the FAA and is
pre-positioned in escrow with FAA Counsel for filing with the FAA in accordance with the
Act, immediately upon the funding the of the Loan and of the loan under the Related Loan
Agreement, and (iii) FAA Counsel is prepared to issue its legal opinion as soon as
reasonably practicable following the filing of the Mortgage and Release.





 




			
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     (i) No action or proceeding shall have been instituted, nor shall any action be
threatened in writing, before any Governmental Authority, nor shall any order, judgment or
decree have been issued or proposed to be issued by any Governmental Authority, to set
aside, restrain, enjoin or prevent the completion and consummation of this Agreement or any
other Transaction Document, Additional Document or the transactions contemplated hereby or
thereby.




     (j) The representations and warranties in Sections 3.1 and 3.2 shall be true and
correct in all material respects on and as of such date (except to the extent such
representations and warranties relate solely to an earlier date but then as of such earlier
date).




     (k) The Borrower shall have paid (or shall have given instructions for the initiation
of wire transfers to pay) all amounts referred to in the first sentence of Section 9.3 for
which it shall have received reasonably detailed invoices at **before the Funding Date.




     (l) No payment default (without giving effect to any grace period) by Borrower shall
have occurred and be continuing under any of the Other GE Agreements.




     (m) No payment default by the Borrower currently exists with respect to any financing
facility of ** or more and the Collateral Agent and the Lenders shall have received a
certification from the Borrower to such effect.




     (n) All conditions to the funding of the loan contemplated by the Related Loan
Agreement have been satisfied, and such loan is being funded contemporaneously with the
Loan.




     (o) The Lenders shall have received an Appraisal (using the Physical Appraisal
Methodology) with respect to the Pledged Spare Parts from the Independent Appraiser,
satisfactory in the sole discretion of the Lenders, confirming the aggregate Current Market
Value of the Pledged Spare Parts, which Appraisal shall include an express breakdown of the
Current Market Value of the Rotables, Key Repairables and Expendable Parts included therein,
as well as a breakdown of the Current Market Value of the Rotables, Key Repairables and
Expendable Parts that constitute Excluded Pledged Parts (it being expressly acknowledged
that the Appraisal, delivered to the Original Lender on **satisfies the foregoing
condition).




     (p) The Lenders shall have received an Officer’s Certificate of the Borrower certifying
that no material adverse change has occurred in the condition, value or status of the
Pledged Spare Parts, taken as a whole, from the situation reflected in the Appraisal
delivered to the Original Lender pursuant to Section 6.2(o) above.




     (q) Lenders shall be satisfied in respect of the Borrower’s system of inventory
control.





 




			
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     (r) On the Funding Date after the Loan has been made, (i) the **shall be no greater
than the Maximum Rotables and Key Repairables Ratio, (ii) the Collateral Ratio shall be no
greater than the Maximum Collateral Ratio, (iii) the Current Market Value of the Pledged
Spare Parts **of the Loan by not less than the **Amount, (iv) the QDL Collateral Percentage
is at least equal to the Minimum QDL Collateral Percentage and (v) the QDL Rotables and Key
Repairables Percentage is at least equal to the Minimum QDL Rotables and Key Repairables
Percentage, and the Lenders shall have received an Officer’s Certificate from the Borrower
certifying the same, which certification may be based upon the Current Market Value of the
Pledged Spare Parts as set forth in the Appraisal prepared by the Independent Appraiser and
delivered to the Lenders pursuant to Section 6.2(o) above, but which certification shall
include an express certification by the Borrower as to the accuracy and completeness of all
information and data provided by Borrower to the Independent Appraiser for the preparation
of such Appraisal.




     (s) The Borrower shall have paid the up front fee specified in Section 1.3.




     (t) (1) On the Funding Date, Borrower shall**.




     (2) Borrower shall**.





     (3)  Borrower shall,**.




     (u) [Reserved].




     (v) The outstanding principal balance of the **shall have **(after giving effect to the
making of the Loans and the making of the loans under the Related Loan Agreement)**) from
the outstanding principal balance of**, and the Borrower shall have provided evidence
reasonably satisfactory to the Collateral Agent of such**.




     (w) **shall have been **(it being understood that the effectiveness of such **may be
conditioned upon the funding of the Loan and the Related Loan)**, after giving effect to the
repayment contemplated by clause (v) above, the minimum amount of **(as defined in the**)
that must be maintained in accordance with the **) and the Borrower shall have delivered a
copy of such amendment, certified by an Officer’s Certificate, to the Collateral Agent.




     (x) Since October 15, 2008, no Material Adverse Change, as determined by Original
Lender in its good faith judgment, shall have occurred. Without limiting the generality of
the foregoing, a “Material Adverse Change” for the purposes of this clause shall include any
and all of the following: any filing by or against the Borrower of a proceeding under
Chapter 11 of the United States Bankruptcy Code, the adoption of any resolutions by the
Borrower’s Board of Directors authorizing the Borrower to file any such proceeding, the
announcement by the Borrower that it is contemplating the filing of such a proceeding, the
consent by the Borrower to the appointment of a receiver, and/or the admission by the
Borrower in writing of its inability to pay its debts generally as they become due.





 




			
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     (y) No material adverse change shall have occurred in or to **for credit facilities
similar in nature to the facilities being extended to the Borrower under this Agreement and
the Related Loan Agreement, and no material disruption of, or material adverse change in,
financial, banking or capital markets that would have a material adverse effect on the**, as
determined by Original Lender in its good faith judgment (in each case, as compared to the
situation as of October 15, 2008).




     (z) Such other documents, agreements, certificates and information concerning the
Borrower as the Administrative Agent, the Collateral Agent or any Lender may reasonably
request.



     Section 6.3. Additional Conditions to Funding. In addition to the conditions precedent set
forth in Section 6.2 above, the obligation of the Original Lender to make its Percentage Share of
the Loan is subject to the fulfillment, prior to or on the Funding Date, of the following
additional conditions precedent:




     (a) The Collateral Agent shall have received the following:




     (i) an executed counterpart of the**;




     (ii) an executed counterpart of the**;




     (iii) an executed counterpart of the**;




     (iv) an executed counterpart of the**;




     (v) an executed counterpart of**) and the leases relating thereto;




     (vi) an executed counterpart of the**;




     (vii) an executed counterpart of the**;




     (viii) the broker’s report and insurance certificate required by Appendix B of
the Subordinated Parts Mortgage with respect to the Pledged Spare Parts (which may
be combined with the broker’s report and insurance certificate delivered pursuant to
Section 6.2(a)(iii) above);




     (ix) the broker’s report and insurance certificate required by Appendix B of
the Subordinated Engine Mortgage with respect to the “Engines” as defined therein
(which may be combined with the broker’s report and insurance certificate delivered
pursuant to Section 6.2(a)(iii) of the Related Loan Agreement; and




     (x) the broker’s report and insurance certificate required by Appendix B of the
Subordinated Aircraft Mortgage with respect to the **





 




			
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     (b) The Collateral Agent shall have received evidence reasonably satisfactory to it
that:




     (A) (i) the Subordinated Parts Mortgage is in appropriate form for filing with
the FAA and is pre-positioned in escrow with FAA Counsel for filing with the FAA in
accordance with the Act, together with the documents described in Section 6.2(h)(ii)
above, immediately upon the funding the of the Loan and of the loan under the
Related Loan Agreement, and (ii) FAA Counsel is prepared to issue its legal opinion
as to the due filing for recordation of such documents as soon as reasonably
practicable following the filing of the Subordinated Parts Mortgage (which opinion
may be combined with the opinion to be provided by FAA Counsel pursuant to Section
6.2(h)(iii) above);




     (B) (i) each of (x) the Subordinated Engine Mortgage and the supplement thereto
described in Section 6.3(a)(ii) above and (y) each Subordinated Lease Assignment in
respect of the “Purchase/Leaseback Engines” is in appropriate form for filing with
the FAA and is pre-positioned in escrow with FAA Counsel for filing with the FAA in
accordance with the Act, together with the documents described in Section 6.2(h)(ii)
of the Related Loan Agreement, immediately upon the funding the of the Loan and of
the loan under the Related Loan Agreement, (ii) FAA Counsel is prepared to issue its
legal opinion as to the due filing for recordation of such documents as soon as
reasonably practicable following the filing of the Subordinated Engine Mortgage
(which opinion may be combined with the opinion to be provided by FAA Counsel
pursuant to Section 6.2(h)(iii) of the Related Loan Agreement) and (iii) the
Registrations with respect to the Subordinated Engine Mortgage will have been made
and consented to at the International Registry between Borrower and Subordinated
Collateral Agent, in favor of Subordinated Collateral Agent; and




     (C) (i) the Subordinated Aircraft Mortgage described in Section 6.3(a)(iv)
above, the**, each of the **and each of the Subordinated Lease Assignments relating
to the applicable **are all in appropriate form for filing with the FAA and are
pre-positioned in escrow with FAA Counsel for filing with the FAA in accordance with
the Act, immediately upon the funding the of the Loan and of the loan under the
Related Loan Agreement, (ii) FAA Counsel is prepared to issue its legal opinion as
to the due filing for recordation of such documents as soon as reasonably
practicable following the filing of the Subordinated Aircraft Mortgage, the **, the
**, and the Subordinated Lease Assignments, and (iii) immediately following the
funding of the Loan and the Related Loan, FAA Counsel is prepared to (1) effect the
registration at the International Registry of the International Interests
constituted by the Subordinated Aircraft Mortgage, (2) effect the registration at
the International Registry of the International Interests constituted by the**, and
(3) effect the assignment by Borrower to**, as collateral agent under the**, of the
registration at the International Registry of the International Interests
constituted by the**.





 




			
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Article VII

Events of Default




     Section 7.1. Events of Default. Each of the following events shall constitute an “Event of
Default,” whether any such event shall be voluntary or involuntary or come about or be effected by
operation of law or pursuant to or in compliance with any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body:




     (a) The Borrower shall fail to**; or




     (b) The Borrower shall fail **any Transaction Agent or any Lender (through the
Administrative Agent); or




     (c) Any representation or warranty made by the Borrower herein or pursuant to Section
6.2(a)(vii) or any other Transaction Document or any amendment or modification hereof or
thereof or waiver hereunder or thereunder, or in any report, certificate or other document
(other than financial statements and other documents, including exhibits, filed with the
SEC) prepared by the Borrower and furnished pursuant to or in connection with this Agreement
or any other Transaction Document or any amendment or modification hereof or thereof or
waiver hereunder or thereunder shall prove to have been incorrect in any material respect
when made, such incorrect representation or warranty is material at the time in question,
and, if curable, the same **(or in the case of any representation or warranty made in
Section 3.1(g) hereof with respect to a Potential Default, **) after the date of written
notice thereof from any Transaction Agent or any Lender (through the Collateral Agent); or




     (d) The Borrower shall fail to perform or observe any term, covenant or agreement
contained in this Agreement or any other Transaction Document on its part to be performed or
observed and such failure shall remain unremedied for a period of **after written notice of
such failure shall have been given to the Borrower by any Transaction Agent or any Lender
(through the Collateral Agent), unless such failure is capable of being corrected and the
Borrower shall be diligently proceeding to correct such failure, in which case there shall
be no Event of Default unless and until such failure shall continue unremedied for a period
of **after receipt of such notice; or




     (e) The Borrower shall consent to the appointment of or the taking of possession by a
receiver, trustee or liquidator of itself or of substantially all of its property, or the
Borrower shall admit in writing its inability to pay its debts generally as they come due,
or does not pay its debts generally as they become due or shall make a general assignment
for the benefit of creditors, or the Borrower shall file a voluntary petition in bankruptcy
or a voluntary petition or an answer seeking reorganization, liquidation or other relief in
a case under any bankruptcy laws or other insolvency laws (as in effect at such time), or
the Borrower shall seek relief by voluntary petition, answer or consent, under the
provisions of any other bankruptcy or other similar law providing for the reorganization or
winding-up of corporations (as in effect at such time) or the Borrower’s board of directors
shall adopt a resolution authorizing any of the foregoing; or





 




			
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     (f) An order, judgment or decree shall be entered by any court of competent
jurisdiction appointing, without the consent of the Borrower, a receiver, trustee or
liquidator of the Borrower or of substantially all of its property, or substantially all of
the property of the Borrower shall be sequestered, and any such order, judgment or decree of
appointment or sequestration shall remain in force undismissed, unstayed and unvacated for a
period of **after the date of entry thereof; or a petition against the Borrower in a case
under any bankruptcy laws or other insolvency laws (as in effect at such time) is filed and
not withdrawn or dismissed within **thereafter, or if, under the provisions of any law
providing for reorganization or winding-up of corporations which may apply to the Borrower,
any court of competent jurisdiction assumes jurisdiction, custody or control of the Borrower
or of substantially all of its property and such jurisdiction, custody or control remains in
force unrelinquished, unstayed and unterminated for a period of**; or




     (g) The Borrower shall fail to carry and maintain, or cause to be carried and
maintained,** on and in respect of any Pledged Spare Part in accordance with the provisions
of Section 3.05 of the Mortgage; or




     (h) The Borrower shall cease to be a Certificated Air Carrier; or




     (i) The Mortgage shall for any reason cease to be a valid **(subject to Permitted
Liens) in favor of the Collateral Agent in the Borrower’s right, title and interest in and
to the Pledged Spare Parts under the laws of the United States of America; or




     (j) An event of default or termination event, howsoever described or defined, shall
have occurred and be continuing under the**;




     (k) The Borrower (or any Affiliate thereof) shall fail, prior to the expiry of any
applicable grace period, to make any payment (excluding any payment being disputed in good
faith and arising in connection with the redelivery of aircraft and/or engines) due under
**; or




     (l) (i) any ERISA Events occur that, individually or in the aggregate, result in (or
could reasonably be expected to result in) liability to the Borrower in an amount which
would exceed**, or (ii) any Lien shall arise on the assets of the Borrower in favor of the
PBGC or a Plan to the extent that such Lien could reasonably be expected to result in
liability to the Borrower in an amount that would exceed**.


Then, if an Event of Default referred to in clause (e) or (f) of this Section 7.1 shall have
occurred and be continuing, (x) the principal of the Loan then outstanding, together with interest
accrued but unpaid thereon**, and all other amounts owing to the Transaction Agents and any Lender
hereunder or under any other Transaction Document, shall immediately and without further act become
due and payable, and (y) the Commitments shall automatically terminate, in each case without
presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the
Borrower and, if any other Event of Default shall have occurred and be continuing, then the
Administrative Agent shall, upon request of the Required Lenders, by notice to the Borrower,
terminate the Commitments and declare the unpaid principal of the Loans then






 




			
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outstanding, together with interest accrued but unpaid thereon, **and all other amounts due to the
Transaction Agents and any Lender hereunder or under any other Transaction Document, to be
forthwith due and payable, whereupon the Commitments shall terminate and the Loans, all such
interest and all other amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly waived by the
Borrower. In addition to any other remedies available to the Transaction Agents and the Lenders
under the Transaction Documents or at law or otherwise, if an Event of Default shall have occurred
and so long as the same shall be continuing unremedied, then and in every such case the Collateral
Agent may exercise any or all of the rights and powers and pursue any and all of the remedies set
forth in the Mortgage.




Article VIII

The Transaction Agents




     Section 8.1. Appointment and Authorization. Each Lender hereby irrevocably designates and
appoints General Electric Capital Corporation as the “Administrative Agent”, and General Electric
Capital Corporation, as the “Collateral Agent” (collectively, the “Transaction Agents”) under the
Transaction Documents and authorizes each Transaction Agent to take such actions and to exercise
such powers as are delegated to it thereby and to exercise such other powers as are reasonably
incidental thereto. No Transaction Agent shall have any duties other than those expressly set
forth in a Transaction Document or any fiduciary relationship with any Lender, and no implied
obligations or liabilities shall be read into this Agreement, or otherwise exist, against any
Transaction Agent. The Transaction Agents do not assume, nor shall they be deemed to have assumed,
any obligation to, or relationship of trust or agency with, the Borrower. Notwithstanding any
provision of this Agreement or any other Transaction Document, in no event shall any Transaction
Agent ever be required to take any action which exposes it to personal liability or which is
contrary to the provision of any Transaction Document or applicable law.



     Section 8.2. Delegation of Duties. Each of the Transaction Agents may execute any of its
duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning
all matters pertaining to such duties.



     Section 8.3. Exculpatory Provisions. No Transaction Agent nor any of their respective
directors, officers, agents or employees shall be liable to any Lender for any action taken or
omitted (i) with the consent or at the direction of the Required Lenders or (ii) in the absence of
such Person’s gross negligence or willful misconduct. No Transaction Agent shall be responsible to
any Lender or other Person for (a) any recitals, representations, warranties or other statements
made by the Borrower or any of its Affiliates, (b) the value, validity, effectiveness, genuineness,
enforceability or sufficiency of any Transaction Document, (c) any failure of the Borrower or any
of its Affiliates to perform any obligation or (d) the satisfaction of any condition specified in
Article VI. No Transaction Agent shall have any obligation to any Lender to ascertain or inquire
about the observance or performance of any agreement contained in any Transaction Document or to
inspect the properties, books or records of the Borrower or any of its Affiliates.





 




			
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     Section 8.4. Reliance by Transaction Agents. As between the Transaction Agents and the
Lenders, each of the Transaction Agents shall in all cases be entitled to rely, and shall be fully
protected in relying, upon any document, other writing or conversation reasonably believed by it to
be genuine and correct and to have been signed, sent or made by the proper Person and upon advice
and statements of legal counsel (including counsel to the Borrower or any of its Affiliates),
independent accountants and other experts selected by such Transaction Agent. Each of the
Transaction Agents shall in all cases be fully justified in failing or refusing to take any action
under any Transaction Document unless it shall first receive such advice or concurrence of the
Lenders, and assurance of its indemnification, as it deems appropriate. Subject to Section 9.1, no
Transaction Agent shall effect any waiver or grant any consent or make any determination (except as
provided in Section 1.7(a)) without the direction of the Required Lenders.



     Section 8.5. Notice of Events of Default. No Transaction Agent shall be deemed to have
knowledge or notice of the occurrence of any Potential Default unless it has received notice from
any Lender or the Borrower stating that a Potential Default has occurred hereunder and describing
such Potential Default. Promptly upon receiving notice of the occurrence of any Potential Default,
a Transaction Agent shall notify each Lender and the other Transaction Agent of such occurrence.
The Transaction Agents shall take such action concerning a Potential Default as may be directed by
the Required Lenders (or, if required for such action, all of the Lenders), but until a Transaction
Agent receives such directions, each Transaction Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, as such Transaction Agent deems advisable and in
the best interests of the Lenders.



     Section 8.6. Non-Reliance on Transaction Agents and Other Lenders; Lender Representations.
Each Lender expressly acknowledges that no Transaction Agent nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or
warranties to it and that no act by a Transaction Agent hereafter taken, including any review of
the affairs of the Borrower or any of its Affiliates, shall be deemed to constitute
anyrepresentation or warranty by such Transaction Agent. Each Lender represents and warrants to
each of the Transaction Agents that, independently and without reliance upon the Transaction Agents
or any other Lender and based on such documents and information as it has deemed appropriate, it
has made and will continue to make its own appraisal of and investigation into the business,
operations, property, prospects, financial and other conditions and creditworthiness of the
Borrower and its own decision to enter into this Agreement and to take, or omit, action under any
Transaction Document. Except for items specifically required to be delivered hereunder, no
Transaction Agent shall have any duty or responsibility to provide any Lender with any information
concerning the Borrower or any of its Affiliates that comes into the possession of such Transaction
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.



     Section 8.7. Transaction Agents and Affiliates. Each of the Transaction Agents and its
Affiliates may extend credit to, accept deposits from and generally engage in any kind of business
with the Borrower or any of its Affiliates and, in its role as a Lender, General Electric Capital
Corporation may exercise or refrain from exercising its rights and powers as if it were not
Administrative Agent.





 




			
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     Section 8.8. Indemnification. Each Lender shall indemnify and hold harmless each of the
Transaction Agents and its officers, directors, employees, representatives and agents (to the
extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do
so), ratably in accordance with its Percentage Share (or, after the Commitments have been
terminated, its Ratable Share) from and against any and all liabilities, obligations, losses,
damages, penalties, judgments, settlements, costs, expenses and disbursements of any kind
whatsoever (including in connection with any investigative or threatened proceeding, whether or not
such Transaction Agent or such Person shall be designated a party thereto) that may at any time be
imposed on, incurred by or asserted against such Transaction Agent or such Person as a result of,
or related to, any of the transactions contemplated by the Transaction Documents or the execution,
delivery or performance of the Transaction Documents or any other document furnished in connection
therewith (but excluding any such liabilities, obligations, losses, damages, penalties, judgments,
settlements, costs, expenses or disbursements resulting solely from the gross negligence or willful
misconduct of such Transaction Agent or such Person as finally determined by a court of competent
jurisdiction).



     Section 8.9. Successor Transaction Agents. Each Transaction Agent may, upon at least** to the
Borrower and each Lender, resign its position as a Transaction Agent. Such resignation shall not
become effective until a successor Transaction Agent acceptable to the Borrower is appointed by the
Required Lenders and has accepted such appointment. Upon such acceptance of its appointment as a
Transaction Agent hereunder by a successor Transaction Agent, such successor Transaction Agent
shall succeed to and become vested with all the rights and duties of the retiring Transaction
Agent, and the retiring Transaction Agent shall be discharged from its duties and obligations under
the Transaction Documents. After any retiring Transaction Agent’s resignation hereunder, the
provisions of Article V and this Article VIII shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was a Transaction Agent.



Article IX

Miscellaneous




     Section 9.1. Amendments. Except as otherwise provided for in the Syndication Agreement,
neither this Agreement nor any other Transaction Document nor any terms hereof or thereof may be
changed, waived, discharged or terminated (excluding any Mortgage Supplement contemplated by the
Mortgage) unless such change, waiver, discharge or termination is in writing signed by the Borrower
and the Required Lenders, provided that no such change, waiver, discharge or termination shall,
without the consent of each Lender affected thereby, (i) extend the final scheduled maturity of the
Loan or any Note, or reduce the rate or extend the time of payment of interest or fees thereon, or
reduce the principal amount thereof, (ii) increase the Commitment of any Lender, (iii) release any
Collateral (except as expressly provided in the Mortgage), (iv) amend, modify or waive any
provision of Section 1.1(f) of this Agreement, this Section 9.1 or Section 4.04 of the Mortgage,
(v) reduce the percentage specified in the definition of Required Lenders, (vi) consent to the
assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or
(vii) **under a Transaction Document in favor of such Lender; provided, further, that no such
change, waiver, discharge or termination shall without the consent of a Transaction Agent, amend,
modify or waive any provision of Article





 




			
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VIII as same applies to such Transaction Agent or any other provision as same relates to the
rights or obligations of such Transaction Agent. Solely for the benefit of the Lenders from time
to time party hereto, the Collateral Agent hereby agrees that it shall (i) not amend the **without
the consent of the Required Lenders and (ii) not modify the provisions of the **Agreement
referenced in Section 8(i) of the **Agreement as requiring the consent of each “Senior Lender”
affected thereby without the consent of the Lender(s) affected thereby.




     Section 9.2. Notices. Unless otherwise specified, all notices and other communications
hereunder shall be in writing (including by facsimile communication), given to the appropriate
Person at its address or facsimile number set forth on the signature pages hereof, or at such other
address or facsimile number as such Person may specify, and effective when received at the address
specified by such Person. The number of days for any advance notice required hereunder may be
waived (orally or in writing) by the Person receiving such notice and, in the case of notices to
the Collateral Agent, the consent of each Person to which the Collateral Agent is required to
forward such notice.



     Section 9.3. Costs and Expenses. The Borrower agrees to pay at or prior to Closing, after
receipt of reasonably detailed invoices, all **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 and (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 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).



     Section 9.4. Certain Agreements . (a) Each Lender and each Transaction Agent agrees as to
itself with the Borrower that, so long as no Event of Default shall have occurred and be
continuing, such person shall not (and shall not permit any Affiliate or other person claiming by,
through or under it to) take or cause to be taken any action contrary to the Borrower’s right to
quiet enjoyment of the Collateral, and to possess, use, retain and control the Pledged Spare Parts
and all revenues, income and profits derived therefrom without hindrance.



     (b) Each Lender agrees to comply with its obligations under the Mortgage.



     Section 9.5. Entire Agreement. The Transaction Documents, the Syndication Agreement and the
Additional Documents constitute the entire understanding of the parties thereto concerning the
subject matter thereof. Any previous agreements, whether written or oral, concerning such matters
are superseded thereby.



     Section 9.6. Cumulative Rights and Severability. All rights and remedies of the Lenders and
the Transaction Agents hereunder shall be cumulative and non-exclusive of any





 




			
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rights or remedies such Persons have under law or otherwise. Any provision hereof that is
prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof
and without affecting such provision in any other jurisdiction.




     Section 9.7. Waivers. No failure or delay of any party hereto in exercising any power, right,
privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right, privilege or remedy preclude any other or further exercise
thereof or the exercise of any other power, right, privilege or remedy. Any waiver hereof shall be
effective only in the specific instance and for the specific purpose for which such waiver was
given. After any waiver, the Borrower, the Lenders and the Transaction Agents shall be restored to
their former position and rights and any Potential Default waived shall be deemed to be cured and
not continuing, but no such waiver shall extend to (or impair any right consequent upon) any
subsequent or other Potential Default.



     Section 9.8. Successors and Assigns; Participations; Assignments.




     (a) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. Except as
otherwise provided herein, the Borrower may not assign or transfer any of its rights or
delegate any of its duties without the prior consent of the Transaction Agents and each of
the Lenders.




     (b) Participations. Any Lender may **s of such Lender hereunder. Such Lender shall
remain **responsible for performing its obligations hereunder, and the Borrower and the
Transaction Agents shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations hereunder. Each Participant shall be entitled to
the benefits **provided that such Participant shall not be entitled to any greater benefit
under Article V than the Lender that sold the participating interest to the Participant
would have been entitled to thereunder and no Participant shall be entitled to any benefit
thereunder unless it shall perform such obligations as are imposed on the Lenders under **A
Lender shall not agree with a Participant to restrict such Lender’s right to agree to any
amendment, waiver or modification hereto, except amendments described in the proviso to
Section 9.1.




     (c) Assignments. Notwithstanding the foregoing, any Lender may assign all or a portion
of its Commitment and its outstanding Notes to a **or assign all, or if less than all, a
portion equal to at least **in the aggregate face amount of Notes and of such Commitment
(and related Obligations) to one or more Eligible Assignees, each of which assignees
referred to in Section 9.8(c) shall become a party to this Agreement as a Lender by
execution of a supplement hereto in the form of Exhibit F (a “Transfer Supplement”)
hereto, provided that such transfer or assignment will not be effective until recorded by
the Collateral Agent on the Register pursuant to Section 9.8(d) hereof; provided that no
such transfer or assignment will increase the Borrower’s obligations under Article V hereof,
based on the applicable laws in effect (or scheduled to take effect) at the time of such
transfer or assignment, as compared with the liabilities that Borrower would have





 




			
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incurred had such transfer or assignment not taken place. To the extent of any
assignment pursuant to this Section 9.8(c) (other than an assignment to a Qualified
Affiliate pursuant to the preceding sentence), the assigning Lender shall be relieved of its
obligations hereunder with respect to its assigned Commitment. At the time of each
assignment pursuant to this Section 9.8(c) to a Person which is not already a Lender
hereunder, the respective assignee Lender shall provide to the Borrower and the Collateral
Agent the Internal Revenue Service forms (and, if applicable, a Certificate re Non-Bank
Status) required by Section 5.3(c)(i). Borrower shall provide such cooperation in
connection with any such transfer or assignment as any Transaction Agent, the assigning
Lender or the assignee Lender may request, including, but not limited to, amending the
insurance covering the Collateral so as to name such assignee as an additional insured
thereunder, if so requested.




     (d) Register. The Borrower hereby designates the Collateral Agent to serve as the
Borrower’s agent, solely for purposes of this Section 9.8(d), to maintain a register (the
“Register”) on which it will record the registered holder of the Notes and the
registration of transfers of Notes made pursuant to and in accordance with Section 9.8(c).
The Register shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice, and the Collateral Agent
shall, reasonably promptly after (a) any person becomes a Lender after the date hereof and
(b) any Lender alters or modifies its name or address, notify the Borrower of and deliver to
the Borrower a written update of the names and addresses of all Lenders. Failure to make
any such recordation, or any error in such recordation shall not affect the Borrower’s
obligations in respect of the Loan Amount of any Lender. With respect to any Lender, the
transfer of the Commitment of such Lender and the rights to the principal of, and interest
on, the Loan Amount made pursuant to such Commitment shall not be effective until such
transfer is recorded on the Register maintained by the Collateral Agent with respect to
ownership of such Commitment and Loan Amount and prior to such recordation all amounts owing
to the transferor with respect to such Commitment and Loan Amount shall remain owing to the
transferor. The registration of assignment or transfer of all or part of the Commitment and
the Loan Amount shall be recorded by the Collateral Agent on the Register only upon the
acceptance by the Collateral Agent of a properly executed and delivered Transfer Supplement.
Coincident with the delivery of such a Transfer Supplement to the Collateral Agent for
acceptance and registration of assignment or transfer of all or part of a Loan Amount, or as
soon thereafter as practicable, the assigning or transferor Lender shall surrender the Notes
evidencing such Loan Amount, and thereupon one or more new Notes in the same aggregate
principal amount shall be issued by the Borrower to the assigning or transferor Lender
and/or the new Lender, as appropriate to reflect such assignment. Such new Notes shall be
authenticated by the Collateral Agent. By execution and delivery hereof, the Borrower
request and directs the Collateral Agent to authenticate and deliver the Notes to be issued
hereunder and the Collateral Agent agrees to do so.



     Section 9.9. Confidentiality. None of the Transaction Agents nor any Lender shall disclose
any nonpublic information relating to the Borrower (provided to it by the Borrower) or any
Transaction Document or Additional Document to any other Person without the consent of





 




			
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the Borrower, other than (a) to such Transaction Agent’s or Lender’s Affiliates and its
officers, directors, employees, agents and advisors and, as contemplated by Section 9.8, to actual
or prospective assignees and participants, and then, in all such cases, only with an undertaking by
the party to whom such information is disclosed to keep such information confidential, (b) as
required by any law, rule or regulation or judicial process, (c) as requested or required by any
state, federal or foreign authority or examiner regulating banks or banking, and (d) to the extent
reasonably necessary in connection with any dispute related to, or enforcement of, the Transaction
Documents or Additional Documents.




     Notwithstanding anything to the contrary set forth herein or in any other agreement to which
the parties hereto are parties or by which they are bound, the obligations of confidentiality
contained herein and therein, as they relate to the transactions described in the Transaction
Documents and the Additional Documents (the “Transaction”), shall not apply to the U. S.
federal tax structure or U. S. federal tax treatment of the Transaction, and each party hereto (and
any employee, representative, or agent of any party hereto) may disclose to any and all persons,
without limitation of any kind, the U. S. federal tax structure and U. S. federal tax treatment of
the Transaction. The preceding sentence is intended to cause the Transaction to be treated as not
having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or
any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Internal
Revenue Code of 1986, as amended, and shall be construed in a manner consistent with such purpose.
In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to the
U. S. federal tax structure of the Transaction or any U. S. federal tax matter or U. S. federal tax
idea related to the Transaction.Section 9.10. Counterparts. This Agreement may be executed by
different parties on any number of counterparts, each of which shall constitute an original and all
of which, taken together, shall constitute one and the same agreement.



     Section 9.11. Governing Law; Submission to Jurisdiction; Venue.



     (a) This Agreement and the rights and obligations of the parties hereunder and thereunder
shall be construed in accordance with and be governed by the laws of the State of New York. Any
legal action or proceeding with respect to this Agreement may be brought in the courts of the State
of New York or the United States for the Southern District of New York located in the Borough of
Manhattan, and, by execution and delivery of this Agreement or a Transfer Supplement, each party
hereto hereby irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Each party hereto hereby further
irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not
to plead or claim, in any legal action or proceeding with respect to this Agreement brought in any
of the aforesaid courts, that any such court lacks jurisdiction over such party. Each party hereto
further irrevocably consents to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to it at its address specified pursuant to Section 9.2, such service to become
effective **after such mailing. Nothing herein shall affect the right of any party hereto to serve
process in any other manner permitted by law or to commence legal proceedings or otherwise proceed
against any other party hereto in any other jurisdiction.





 




			
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     (b) Each party hereto hereby irrevocably waives any objection which it may now or hereafter
have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in
connection with this Agreement brought in the courts referred to in clause (a) above and hereby
further irrevocably waives and agrees not to plead or claim in any such court that any such action
or proceeding brought in any such court has been brought in an inconvenient forum.



     Section 9.12. Waiver of Trial by Jury. To the extent permitted by applicable law, each party
hereto irrevocably waives all right of trial by jury in any action, proceeding or counterclaim
arising out of, or in connection with, any Transaction Document or any matter arising thereunder.



     Section 9.13. Effective Date. Although this Agreement is dated as of
October 20, 2008, it shall not be effective unless and until executed by the parties listed on the
signature pages hereto.



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     In Witness Whereof, the parties hereto have caused this Agreement to be executed and
delivered by their duly authorized officers as of the date hereof.



GENERAL ELECTRIC CAPITAL CORPORATION

as the Administrative Agent




	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David L. Lloyd, Jr.
 

	 	 
	 	 	Name: David L. Lloyd, Jr.	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	General Electric Capital Corporation	 	 
	 	 	c/o GE Commercial Aviation Services LLC	 	 
	 	 	201 High Ridge Road	 	 
	 	 	Stamford, Connecticut 06927	 	 
	 
	 	 	 	 	 	 
	 	 	Attention: Customer Services	 	 
	 	 	Facsimile: **	 	 
	 	 	email:        **	 	 








 




			
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GENERAL ELECTRIC CAPITAL CORPORATION

as the Collateral Agent




	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David L. Lloyd, Jr.
 

	 	 
	 	 	Name: David L. Lloyd, Jr.	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	General Electric Capital Corporation	 	 
	 	 	c/o GE Commercial Aviation Services LLC	 	 
	 	 	201 High Ridge Road	 	 
	 	 	Stamford, Connecticut 06927	 	 
	 
	 	 	 	 	 	 
	 	 	Attention: Customer Services	 	 
	 	 	Facsimile: **	 	 
	 	 	email:        **	 	 






 









 





	 	 	 	 	 	 	 
	 	 	US AIRWAYS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas T. Weir
 

	 	 
	 	 	Name: Thomas T. Weir	 	 
	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 
	 	 	 	 	 	 
	 	 	US Airways, Inc.	 	 
	 	 	4000 E. Sky Harbor Blvd.	 	 
	 	 	Phoenix, Arizona 85034	 	 
	 
	 	 	 	 	 	 
	 	 	Attention: Vice President and Treasurer	 	 
	 	 	Telephone: **	 	 
	 	 	Telecopy: **	 	 
	 	 	email:     **	 	 
	 
	 	 	 	 	 	 
	 	 	With a copy to:	 	 
	 	 	General Counsel	 	 
	 	 	Telecopy: **	 	 






 









 





	 	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION

as Original Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David L. Lloyd, Jr.
 

	 	 
	 	 	Name: David L. Lloyd, Jr.	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Notice Address and Lending Office:	 	 
	 
	 	 	 	 	 	 
	 	 	General Electric Capital Corporation	 	 
	 	 	c/o GE Commercial Aviation Services LLC	 	 
	 	 	201 High Ridge Road	 	 
	 	 	Stamford, Connecticut 06927	 	 
	 
	 	 	 	 	 	 
	 	 	Attention: Customer Services	 	 
	 	 	Facsimile: **	 	 
	 	 	email:        **	 	 
	 
	 	 	 	 	 	 
	 	 	Commitment: $270,000,000	 	 







 









 








Schedule 1

Definitions and Other Interpretive Provisions




     1. Definitions. The following terms have the meanings set forth, or referred to, below:




     “Act” means part A of subtitle VII of title 49, United States Code.




     “Actual Knowledge” means, with respect to (i) any Lender, actual knowledge of any
officer of such Lender having responsibility for the transactions contemplated by the
Transaction Documents and (ii) any other Person, actual knowledge of a Vice President or
more senior officer of such Person or any other officer of such Person having responsibility
for the transactions contemplated by the Transaction Documents.




     “Additional Documents” means the Omnibus Agreement, the Omnibus Intercreditor
Agreement, the Subordinated Parts Mortgage, the Subordinated Engines Mortgage, the
Subordinated Aircraft Mortgage, the PK Loan Agreement Amendment, and the PK Mortgage
Amendment.




     “Adjusted Unrestricted Cash” is defined in Section 6.2(t).




     “Administrative Agent” is defined in the first paragraph of this Agreement.




     “Administrative Agent’s Account” means the Administrative Agent’s account number**,
reference US Airways Spare Parts Loan, at Deutsche Bank Trust Company Americas, New York
branch, **or such other account at a bank in the United States designated to the Borrower
and the Lenders by the Administrative Agent.




     “Affected Lender” is defined in Section 1.7(c).




     “Affected Loan Amount” is defined in Section 1.7(c).




     “Affiliate” means, with respect to any Person, any other Person, directly or
indirectly, controlling, controlled by, or under common control with such Person. For
purposes of this definition, “control’’ means the power, directly or indirectly, to direct
or cause the direction of the management and policies of such Person whether through the
ownership of voting securities, by contract or otherwise, and “controlling,” “controlled
by,” and “under common control with” have correlative meanings.




     “Aggregate Parts DL Percentage” has the meaning set forth in the Mortgage.




     “Agreement” is defined in the first paragraph of this Agreement.




     “Applicable Margin” means the margin applicable to the Loan, as determined pursuant to
Section 2.1(b).




     “Appraisal” has the meaning set forth in the Mortgage.





 




			
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     “Bankruptcy Code” means Title 11 of the United States Code, as the same may be
amended.




     “Borrower” is defined in the first paragraph of this Agreement.




     “Borrower’s Account” means initially the account set forth in Section 1.2(a) or any
subsequent account designated in writing by the Borrower to the Collateral Agent and
Administrative Agent from time to time.




     “Business Day” means any day other than (i) a Saturday, Sunday or other day on which
banks in New York City or ** are authorized or required by law to close, and (ii) with
respect to all notices and determinations in connection with, and borrowings and payments of
principal and interest on the Loan, any day which is a Business Day described in clause (i)
above and which is also a day for trading by and between banks in the London interbank
Eurodollar market.




     ”Cape Town Convention” means collectively, the official English language texts of the
Convention on International Interests in Mobile Equipment (the “Convention”) and the
Protocol to the Convention on International Interests in Mobile Equipment on Matters
Specific to Aircraft Equipment (the “Protocol”), both signed in Cape Town, South Africa on
November 16, 2001, together with any protocols, regulations, rules, orders, agreements,
instruments, amendments, supplements, revisions or otherwise that have or will be
subsequently made in connection with the Convention or the Protocol by the “Supervisory
Authority” (as defined in the Consolidated Text), the International Registry or “Registrar”
(as defined in the Consolidated Text) or any other international or national, body or
authority, all as in effect in the United States or other relevant Contracting State (as
used in the Consolidated Text). All references to articles or sections of the Cape Town
Convention shall mean the article or section of the Consolidated Text. Except to the extent
otherwise defined in the Transaction Documents, terms used in the Transaction Documents that
are defined in the Cape Town Convention shall when used in relation to the Cape Town
Convention have the meanings ascribed to them in the Cape Town Convention.




     “Capital Adequacy Change” is defined in Section 5.2.




     “Capital Lease”, as applied to any Person, means any lease of any property (whether
real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is required
to be accounted for as a capital lease on the balance sheet of that Person, and the amount
of Indebtedness represented by such lease shall be the capitalized amount of the obligations
evidenced thereby determined in accordance with GAAP.




     “Cash Equivalents” means, as of any date of determination, (i) **(a) issued directly or
indirectly and unconditionally guaranteed as to interest and principal by the United States
government or (b) issued by any agency or instrumentality if the**, in each case maturing
within one year after such date; (ii) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or any
instrumentality thereof, in each case maturing within **after such date and having, at





 




			
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the time of the acquisition thereof, the highest rating obtainable from either S&P or
Moody’s; (iii) **not issued by the Borrower maturing no more than one year after such date
and having at the time of acquisition thereof, a rating of at least**; (iv) **maturing
within after such date and issued or accepted by any Lender or by any commercial bank
organized under the laws of the United States of America or any state thereof or the
District of Columbia that (a) is at least “adequately capitalized (as defined in the
regulations of its primary Federal banking regulator) and (b) has **(as defined in such
regulations) of not less than**; (v) shares of any money market mutual fund that (a) has at
least ** of its assets invested continuously in the types of investments in clauses (i) and
(ii) above, (b) has net assets of not less than**, and (c) has the highest rating obtainable
from either S&P or Moody’s; and (vi) **that have the highest rating obtainable from either
S&P or Moody’s and with a maximum reset date at least every 30 days.




     “Certificate re Non-Bank Status” means a certificate substantially in the form of
Exhibit G annexed hereto.




     “Certificated Air Carrier” is defined in the Mortgage.




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




     “Code” means the Internal Revenue Code of 1986, as amended from time to time.




     “Collateral” is defined in the Mortgage.




     “Collateral Agent” is defined in the first paragraph of this Agreement.




     “Collateral Ratio” has the meaning set forth in the Mortgage.




     “Collateral Value Tests” has the meaning set forth in the Mortgage.




     “Commitment” means, 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, and, 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 Supplement as the
“Assigned Share”; provided that, in no event shall the aggregate amount of the Commitments
of all Lenders exceed the Maximum Facility Amount.




     “Commitment Termination Date” means **




    “Commodity Agreement” means any agreement or arrangement the value of which
fluctuates based on the value of a commodity.




     “Consolidated Text” means the combination of the Convention or the Protocol (each as
defined in the definition of Cape Town Convention) that was authorized and created pursuant
to Resolution No. 1 adopted by the Cape Town Diplomatic Conference and any reference to a
provision of the Consolidated Text is a reference to the provision of the Convention or the
Protocol from which it is derived.






 




			
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     “Currency Agreement” means any foreign exchange contract, currency swap agreement,
futures contract, option contract, synthetic cap or other similar agreement or arrangement.




     “Current Market Value” has the meaning set forth in the Mortgage.




     “Default Rate” is defined in Section 2.4.




     “Designated Date” means the day coinciding with the **anniversary of the Funding Date.




     “Designated Locations” means the locations designated from time to time by the Borrower
at which the Pledged Spare Parts may be stored by or on behalf of the Borrower, which
initially shall be the locations set forth on Schedule I to the Mortgage and shall include
the additional locations designated by the Company pursuant to Section 3.02(b) of the
Mortgage.




     “Dollar” and “$” means lawful currency of the United States of America.




     “Eligible Assignee” means (i) prior to the termination of the Commitments in full, a
Person approved by the Borrower which approval shall not be unreasonably withheld or delayed
and which approval shall not be required if an Event of Default shall be continuing and (ii)
after the termination of the Commitments in full, any Person who is not an airline that is a
competitor of the Borrower in scheduled passenger service (or an Affiliate thereof).




     “Engine” means an engine used, or intended to be used, to propel an aircraft, including
a part, appurtenance, and accessory of the Engine.




     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the relations promulgated and rulings issued thereunder. Section references to
ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions
of ERISA amendatory thereof, supplemental thereto or substituted therefor.




     “ERISA Affiliate” means, as applied to the Borrower, (i) any corporation which is a
member of a controlled group of corporations within the meaning of Section 414(b) of the
Internal Revenue Code of which the Borrower is a member; (ii) any trade or business (whether
or not incorporated) which is a member of a group of trades or businesses under common
control within the meaning of Section 414(c) of the Code of which the Borrower is a member;
and (iii) any member of an affiliated service group within the meaning of Section 414(m) or
(o) of the Code of which the Borrower, any corporation described in clause (i) above or any
trade or business described in clause (ii) above is a member.




     “ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the
30 – day notice requirement is waived); (b) the existence with respect to any Plan of an
“accumulated funding deficiency” (as defined in Section 412 of the Code) or






 




			
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Section 302 of ERISA); (c) the filing pursuant to Section 412(d) of the Code or Section
303(d) of ERISA of an application for a waiver of the minimum funding standard with respect
to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan; (e) (i) the
receipt by the Borrower or any ERISA Affiliate from the PBGC of a notice of determination
that the PBGC intends to seek termination of any Plan or to have a trustee appointed for any
Plan, or (ii) the filing by the Borrower or any ERISA Affiliate of a notice of intent to
terminate any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any
liability (i) with respect to the withdrawal from a Multiemployer Plan pursuant to Sections
4063 and 4064 of ERISA, (ii) with respect to a facility closing pursuant to Section 4062(e)
of ERISA, or (iii) with respect to the withdrawal or partial withdrawal from any
Multiemployer Plan; (g) the receipt by the Borrower or any ERISA Affiliate of any notice
concerning the imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, in endangered status or critical status, within the meaning
of Section 432 of the Code or Section 305 of ERISA; or (h) the failure of the Borrower or
any ERISA Affiliate to make any required contribution to a Multiemployer Plan that could
reasonably be expected to result in a Material Adverse Effect.




     “Event of Default” is defined in Section 7.1.




     “Excluded Cash” means **maintained in accounts that are segregated from all
Unrestricted Cash to the extent that such accounts are any of the following:




          (i) subject to Liens arising or granted in the ordinary course of business in favor of
Persons performing**, so long as such Liens are on cash and Cash Equivalents that are
subject to holdbacks by, or are pledged to, such Persons to secure amounts that may be owed
to such Persons under the Borrower’s agreements with them in connection with their provision
of **services to the Borrower;




          (ii) subject to Liens in favor of customs and revenue authorities arising as a matter
of law to secure payment of customs duties in connection with the importation of goods in
the ordinary course of business;




          (iii) subject to Liens incurred or deposits made in each case required under or in
connection with the Trust Agreements (not including the Borrower’s residuary interest in,
claims to or refunds of any such trust funds);




          (iv) subject to Liens securing reimbursement obligations in respect of letters of
credit issued for the account of the Borrower in the ordinary course of business and
consistent with past practice, so long as the aggregate amount of such cash and Cash
Equivalents does not exceed ** of the maximum available amount under the secured letters of
credit;




          (v) subject to Liens securing reimbursement or other margin requirements in connection
with, in the case of Liens contemplated in this clause (v), (x) transactions designed to
hedge against fluctuations in fuel costs, entered into in the ordinary course of






 




			
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business, consistent with past business practice or then current industry practice, and
not entered into for speculative purposes, (y) transactions designed to hedge interest rates
entered into with respect to notional amounts not to exceed actual or anticipated
Indebtedness, not entered into for speculative purposes and (z) transactions designed to
hedge against risks associated with fluctuations in currencies entered into in the ordinary
course of business;




          (vi) subject to Liens securing prepaid **and **expenses in the ordinary course of
business and consistent with past practice;




          (vii) subject to Liens incurred or deposits (other than with respect to the Plans
described in Section 3.1(n)) made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, trade contracts, performance and return-of-money bonds,
reimbursement obligations and chargeback rights of Persons performing services for the
Borrower (including Liens securing Trade Payables arising from the Borrower’s use in the
ordinary course of business, consistent with past practice, of credit advance facilities to
purchase goods and services) and other similar obligations (exclusive of obligations for the
payment of borrowed money);




          (viii) **




          (ix) subject to Liens securing reimbursement obligations in respect of letters of
credit issued for the account of the Borrower for the benefit of any credit card processor,
so long as the aggregate amount of such cash and Cash Equivalents does not exceed ** of the
maximum available amount under the secured letters of credit; or




               (x) [RESERVED];




               (xi) proceeds of any property subject to a Lien in favor of a Person other than the
Term Loan Agent to the extent the Lien on such property is permitted under the Term Loan
Agreement or cash and cash equivalents from time to time in possession of a third party
pursuant to a mortgage, indenture or similar instrument that the Borrower is permitted to
enter into pursuant to the Term Loan Agreement.”




     “Excluded Pledged Parts” has the meaning set forth in the Mortgage.




     “Excluded Tax” of a Person means (A) any Tax imposed on all or part of the income,
profits or gains (whether worldwide, or only insofar as such income, profits or gains are
considered to arise in or to relate to a particular jurisdiction) of that Person, any
franchise, doing business, net worth or capital-based Tax imposed on that Person, and any
intangibles Tax or similar Tax imposed on the principal amount or value of the Loans, by any
jurisdiction (including the United States) (i) in which that Person is organized, (ii) in
which that Person’s principal office or applicable Lending Office is located, or (iii) in
which that Person is subject to such Tax as a result of that Person doing






 




			
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business unrelated to making a Loan under this Agreement, (B) any Tax imposed on a
transferee (including a Participant) of a Lender or on payments to a transferee to the
extent that, under applicable law in effect on the date of the transfer to such transferee,
the amount of such Taxes exceeds the amount of such Taxes that would have been imposed on
the transferor to such transferee or on payments to such transferor and indemnified against
hereunder (with appropriate adjustment to reflect the amount of the Loan acquired by such
transferee) or (C) any Tax to the extent that liability for such Tax is caused by, and would
not have been incurred but for, (i) the gross negligence or willful misconduct of such
Person or a “related” Indemnitee (as defined in Section 5.5(a)) or (ii) the inaccuracy of
any representation of such Person in any Transaction Document or (iii) the breach by such
Person of any of its obligations under Section 5.3(c)(i).




     “Expendables” has the meaning set forth in the Mortgage.




     “FAA” means the Federal Aviation Administration of the United States Department of
Transportation, or any agency which may succeed to the rights, duties and obligations
thereof under applicable law.




     “FAA Counsel” means **




     “FAA Filed Documents” means the Release, the Mortgage, and any Supplemental Mortgage.




     “Federal Aviation Act” means Title 49 of the United States Code which, among other
things, recodified and replaced the U.S. Federal Aviation Act of 1958 and the regulations
promulgated thereunder, or any subsequent legislation that amends, supplements or supersedes
such provisions.




     “Fee Letter” means the Fee Letter dated on or about the date hereof between the
Administrative Agent and the Borrower.




     “Financing Statements” means Uniform Commercial Code financing statements covering all
the security interests in the Collateral created by or pursuant to the Mortgage and
Subordinated Parts Mortgage necessary or desirable to perfect said security interests.




     “Funding Date” means October 20, 2008 (or such later date on or prior to the Commitment
Termination Date on which the Borrower requests the Lenders to fund the Loan in accordance
with Section 1.2).




     “GAAP” means generally accepted accounting principles as set forth in the statements of
financial accounting standards issued by the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants, as such principles may at any time or
from time to time be varied by any applicable financial accounting rules or regulations
issued by the SEC and, with respect to any Person, means such principles applied on a basis
consistent with prior periods except as may be disclosed in such Person’s financial
statements. For purposes of determining the Borrower’s Unrestricted Cash (including the
application of any defined terms in this Agreement that reference GAAP) at any time that the
Term Loan Agreement remains in






 




			
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effect, the term “GAAP” has the meaning specified in the Term Loan Agreement as in
effect at the time of determination.




     “Governmental Authority” means any (a) governmental entity, board, bureau, agency or
instrumentality, (b) administrative or regulatory authority (including any central bank or
similar authority) or (c) court, judicial authority or arbitrator, in each case, whether
foreign or domestic.




     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of
such first Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods, securities or
services, to take-or-pay, or to maintain financial statement conditions or otherwise),
(ii) entered into for purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in respect
thereof (in whole or in part), including any pledge of any assets to secure indebtedness of
another or (iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity or level of income or cash flow of such other Person so as
to enable such Person to pay such Indebtedness. The term “Guarantee” used as a verb has a
corresponding meaning.




      “Indebtedness” means, with respect to any Person at any date of determination (without
duplication), (i) all indebtedness of such Person for borrowed money; (ii) all obligations
of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) all
obligations of such Person in respect of letters of credit or other similar instruments
(including reimbursement obligations with respect thereto); (iv) all obligations of such
Person to pay the deferred and unpaid purchase price of property or services, which purchase
price is due more than six (6) months after the date of placing such property in service or
taking delivery and title thereto or the completion of such services, except Trade Payables;
(v) all Capital Lease obligations of such Person (the amount of the Indebtedness in respect
of Capital Lease obligations to be determined as provided in the definition of Capital
Lease); (vi) all Indebtedness of other Persons secured by a Lien on any asset of such
Person, whether or not such Indebtedness is assumed by such Person, provided that the amount
of such Indebtedness shall be the lesser of (A) the fair market value of such asset at such
date of determination and (B) the stated principal amount of such Indebtedness,
provided, however, that if such Indebtedness is assumed by such Person or
provides for recourse against such Person, the amount of such Indebtedness shall be the
greater of (A) and (B) above; (vii) all Indebtedness of other Persons Guaranteed by such
Person to the extent such Indebtedness is Guaranteed by such Person; (viii) to the extent
not otherwise included in this definition and to the extent treated as a liability under
GAAP, obligations under Currency Agreements, Interest Rate Agreements and Commodity
Agreements; (ix) the capitalized amount of remaining lease payments owing by such Person
under Synthetic Leases that would appear on the balance sheet of such Person if such lease
were treated as a Capital Lease; (x) the aggregate amount of uncollected accounts receivable
of such Person






 




			
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subject at such time to a sale of receivables (or similar transaction) to the extent
such transaction is effected with recourse to such Person (whether or not such transaction
would be reflected on the balance sheet of such Person in accordance with GAAP); (xi) the
Indebtedness of any partnership or unincorporated joint venture in which such Person is a
general partner or a joint venturer to the extent such Indebtedness is recourse to such
Person; and (xii) all prepaid forward sales in bulk of dividend miles or available seat
miles or like transactions other than in the ordinary course of business. The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability, upon the occurrence
of the contingency giving rise to the obligation, of any contingent obligations at such
date; provided that the amount outstanding at any time of any Indebtedness issued
with original issue discount is the face amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at such time as
determined in conformity with GAAP.




     “Independent Appraiser” has the meaning specified in the Mortgage.




     “Interest Payment Date” means, subject to Section 1.8(b), the date numerically
corresponding to the Funding Date in each of**, commencing the next such date occurring
after the Funding Date and the final such date for any Note shall be the Maturity Date for
such Note.




     “Interest Period” means a period used for calculating the interest rate applicable to
the Loan, as determined pursuant to Section 2.2.




     “Interest Rate” is defined in Section 2.1 hereof.




     “Interest Rate Agreement” means any interest rate future agreement, interest rate
option agreement, interest rate swap agreement, interest rate cap agreement, interest rate
collar agreement, interest rate hedge agreement or other similar agreement or arrangement.




     “Interest Rate Determination Date” means, with respect to any Interest Period for a
Loan, the second Business Day prior to the first day of such Interest Period.




     ”International Interest” has the meaning set forth in the Consolidated Text.




     ”International Registry” has the meaning set forth in the Consolidated Text.




     “Key Repairables” has the meaning set forth in the Mortgage.




     “Lenders” is defined in the first paragraph of this Agreement.




     “Lending Office” means the lending office of each Lender set forth on the signature
page of this Agreement with respect to such Lender, or such other lending office as a Lender
from time to time shall notify the Borrower as its lending office hereunder; provided that a
Lender shall not, without the Borrower’s request, change its






 




			
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Lending Office if it would increase the Borrower’s obligations under Section 1.7, 5.1,
5.2 or 5.3.




     **is defined in Section 1.7(d).




     **means, with respect to any **(or on any successor or substitute page of such service,
or any successor to or substitute for such service, providing rate quotations comparable to
those currently provided on such page of such service) at approximately 11:00 a.m., London
time, on the **for such **, as the **for dollar deposits with a maturity of three months.
In the event that such rate is not available at such time for any reason, then the ** for
such **shall be the average (rounded upwards to the nearest 1/100% if necessary), as
determined by the Administrative Agent, of the per annum **at which dollar deposits of
amounts comparable to the outstanding principal amount of the Loan and for a maturity of
three months are offered by the principal London offices of the Reference Banks, in each
case offered to prime banks in the London interbank market, in each case at or about 11:00
a.m., London time, on the Interest Rate Determination Date for such Interest Period.




     “Lien” means any mortgage, pledge, lien, charge, claim, encumbrance, lease, sublease,
sub-sublease or security interest affecting the title to or any interest in property.
Solely for the purposes of the definition of “Excluded Cash” and “Indebtedness”, however,
“Lien” shall mean any lien, mortgage, pledge, assignment for security, security interest,
charge, hypothecation, lease or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, any easement, right of way
or other encumbrance on title to real property and any agreement to give any security
interest).




     “Lien of Record” means, with respect to any Pledged Spare Parts, any Lien that is
recorded in the records of the aircraft registry maintained by the FAA in Oklahoma City,
Oklahoma in accordance with the Act (or any successor thereto under applicable law) against
property located at the Designated Locations and having a description which would include
any of such Pledged Spare Parts.




     “Loan” means the aggregate amount of funds advanced by the Lenders to the Borrower on
the Funding Date pursuant to the terms of this Agreement.




     “Loan Amount” means, for each Lender, the aggregate outstanding principal amount of the
Notes held by such Lender.




     “Material Adverse Change” means any event, development or circumstance that has had or
could reasonably be expected to have a Material Adverse Effect.




     “Material Adverse Effect” means a material adverse effect on (i) the business or
financial condition, including the liabilities, operations and prospects, of the Borrower
and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its
obligations under the Transaction Documents, or (iii) the validity or enforceability of any
of the Transaction Documents or the ability of the Transaction Agents or the Lenders to






 




			
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10









 







enforce the rights or remedies of the Transaction Agents and the Lenders under the
Transaction Documents or to exercise any other right or remedy customarily afforded to a
lender or creditor secured by spare engines or spare parts used by a Certificated Air
Carrier.




     “Maturity Date” means the date that is the seventy-second (72nd) monthly
anniversary of the Funding Date; provided, however, if the Borrower makes the prepayment
contemplated by Section 1.1(e), then the Maturity Date shall be the sixtieth
(60th) monthly anniversary of the Funding Date.




     “Maximum Collateral Ratio” has the meaning set forth on Schedule 3 to this Agreement.




     “Maximum Facility Amount” has the meaning set forth on Schedule 3 to this Agreement.




     “Maximum Rotables and Key Repairables Ratio” has the meaning set forth on Schedule 3 to
this Agreement.




     “Maximum Self-Insurance Amount” has the meaning set forth on Schedule 3 to this
Agreement.




     “Minimum 1110 Percentage” has the meaning set forth on Schedule 3 to this Agreement.




     “Minimum QDL Collateral Percentage” has the meaning set forth on Schedule 3 to this
Agreement.




     “Minimum QDL Rotables and Key Repairables Percentage” has the meaning set forth on
Schedule 3 to this Agreement.




     “Minimum Unrestricted Cash Amount” is defined in Section 4.1(h).




     “Moody’s” means Moody’s Investors Service, Inc.




     “Mortgage” means the Spare Parts Mortgage and Security Agreement in substantially the
form of Exhibit A to this Agreement entered into by the Borrower and the Collateral Agent to
secure the Loans.




     “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA, and in respect of which Borrower or an ERISA Affiliate is (a) an “employer” as
defined in Section 3(5) of ERISA or (b) a “seller” as defined in Section 4204 of ERISA with
continuing liability (including contingent liability) under Section 4204 of ERISA.




     “Note” means a promissory note of the Borrower issued in connection with the funds
advanced by a Lender to the Borrower pursuant to this Agreement and payable to






 




			
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the order of such Lender, in substantially the form of Exhibit B hereto, evidencing the
indebtedness of the Borrower to such Lender resulting from such advance.




     “Notice of Borrowing” means a notice substantially in the form of Exhibit C annexed
hereto delivered by the Borrower to the Administrative Agent pursuant to Section 1.2(a) with
respect to a proposed borrowing.




     “Obligations” is defined in the Mortgage.




     “Officer’s Certificate” is defined in the Mortgage.




     “Omnibus Agreement” means the **among the Borrower, the Collateral Agent and certain
other parties thereto.




     “Omnibus **Agreement” means the Omnibus **Agreement substantially in the form of
Exhibit L being entered into contemporaneously with this Agreement among the “Collateral
Agent” under each of the Senior Mortgages and the “Collateral Agent” under each of the
Subordinated Mortgages, and acknowledged by the Borrower.




     “Original Lender” has the meaning specified in the introductory paragraph to this
Agreement.




     “Other GE Agreement” means any and all** to which both (i) Borrower **is a party and
(ii) General Electric **of which the trustee is a party (but** all debt instruments
(including pass-through trust arrangements) acquired by assignment or purchased on the
secondary market structured as pass-through trust arrangements), **without limitation, each
agreement set forth on Schedule I of the **(and all documents and agreements defined in each
such agreement as an “operative document” or a “transaction document” or otherwise
identified in any such agreement as an one of the documents or agreements being entered
into in connection with transaction contemplated by such agreement).




     “Other Taxes” means any and all present or future Taxes arising from any payment made
under any Transaction Document or from the execution, delivery, performance, filing,
recording or enforcement of, or otherwise with respect to, any Transaction Document or the
transactions contemplated by the Transaction Documents.




     “Participant” is defined in Section 9.8(b).




     “Payment Date” means, subject to Section 1.8(b), the date numerically corresponding to
the Funding Date in each of**, commencing with such date**. The final “Payment Date” for
any Note shall be the Maturity Date for such Note.




     “PBGC” means the Pension Benefit Guaranty Corporation, or any successor agency or
entity performing substantially the same functions.






 




			
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     “Percentage Share” means, for each Lender, (i) prior to the termination of the**, the
amount of such Lender’s Commitment divided by the aggregate amount of the Commitments of all
the Lenders, and (ii) at any time after the**, the Loan Amount held by such Lender divided
by the aggregate outstanding principal amount of the Loan.




     “Permitted Investments” is defined in the Mortgage.




     “Permitted Liens” is defined in the Mortgage.




     “Persons” or “persons” means individuals, firms, partnerships, joint ventures, trusts,
trustees, Governmental Authorities, organizations, associations, corporations, limited
liability companies, or any committees, departments, authorities and other bodies thereof,
corporate or incorporate, whether having distinct legal status or not, or any member of any
of the same.




     “PK Aircraft” means, collectively, all of the “Aircraft” as defined in the PK Loan
Agreement.




     “PK Aircraft Lease” means**, howsoever titled or designated, being entered into on or
about the Funding Date between the **and **in respect of **aircraft subject to the PK
Mortgage.




     “PK Engine” means the “Spare Engine” as defined in the PK Loan Agreement.




     “PK Loan Agreement” means that certain Credit Agreement dated as of February 1, 2008
among US Airways, Inc., as Borrower, **as Administrative Agent and Collateral Agent and**.,
as Initial Lender.




     “PK Loan Agreement Amendment” means that certain Credit Agreement Amendment
substantially in the form of Exhibit M hereto between the Borrower and **




     “PK Mortgage” means that certain Aircraft and Engine Mortgage and Security Agreement
dated as of February 1, 2008 between US Airways, Inc., as Grantor, and **as Collateral
Agent, as Mortgagee..




     “PK Mortgage Amendment” means that certain Aircraft and Engine Mortgage and Security
Agreement Amendment No. 1 substantially in the form of Exhibit N hereto between the Borrower
and **




     “Plan” means an “employee benefit plan (as such term is defined in Section 3(3) of
ERISA or any “plan” (as such term is defined in Section 4975(e)(1) of the Code that is
subject to Title IV of ERISA and has been established or maintained or contributed to by
Borrower or an ERISA Affiliate other than a Multiemployer Plan.




     “Pledged Spare Parts” has the meaning set forth in Clause (a) of the first paragraph of
Section 2.01 of the Mortgage.






 




			
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     “Potential Default” means any Event of Default or any event or condition that with the
lapse of time or giving of notice, or both, would constitute an Event of Default.




     “Prepayment Date” has the meaning specified in Section 1.1(c)(i).




     “Primary Syndication” has the meaning set forth in the Syndication Agreement.




     “QDL Collateral Percentage” has the meaning set forth in the Mortgage.




     “QDL Rotables and Key Repairables Percentage” has the meaning set forth in the
Mortgage.




     “Qualified Affiliate” means, as to any Lender, an Affiliate of such Lender engaged in
the business of making loans.




     “Reference Banks” means (a) **and (d) such other bank or banks as may from time to time
be agreed by the Borrower and the Required Lenders.




     “Register” is defined in Section 9.8(d).




     “Regulatory Change” is defined in Section 5.1.




     “Related Loan” means the “Loan” as defined in the Related Loan Agreement.




     “Related Loan Agreement” means that certain Loan Agreement [Engines] dated the date
hereof among the Borrower, the Administrative Agent, the Collateral Agent, and the Original
Lender.




     “Related Mortgage” means the “Mortgage” as defined in the Related Loan Agreement.




     “Release” means the instrument of release and discharge in the form to be filed with
the FAA on the Funding Date in order to release the Collateral from the Lien in favor of the
Term Loan Agent for the benefit of the secured parties under or in respect of the Term Loan
Agreement.




     “Required Collateral Amount” has the meaning set forth on Schedule 3 to this Agreement.




     “Required Collateral Amount Test” has the meaning set forth in the Mortgage.




     **




     “Rotables” has the meaning set forth in the Mortgage.




     “Rotables and Key Repairables Ratio” has the meaning set forth in the Mortgage.






 




			
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     “SEC” means the Securities and Exchange Commission of the United States, or any
Governmental Authority succeeding to the functions of such Securities and Exchange
Commission.




     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc. and any successor thereto that is a nationally recognized rating agency.




     “Senior Mortgages” means, collectively, the Mortgage, the Related Mortgage and the
**and “Senior Mortgage” means any of them as the context may require.




     “Software” has the meaning set forth in the Mortgage.




     “Special Default” means any Event of Default pursuant to Section 7.1(a), and/or (b) or
any event or condition that with the lapse of time or giving of notice, or both, would
constitute an Event of Default under Section 7.1(a) and/or (b).




     “Special Prepayment” is defined in Section 1.1(e) hereof.




     “Special Prepayment Amount” is defined in Schedule 3 hereof.




     “Subordinated Aircraft Mortgage” means the Subordinated Aircraft and Engine Mortgage
and Security Agreement in substantially the form of Exhibit K being entered into on the
Funding Date between the Borrower and the Subordinated Collateral Agent to secure the
obligations of the Borrower under the Omnibus Agreement, and shall include each supplemental
mortgage thereto.




     “Subordinated Collateral Agent” means General Electric Capital Corporation in its
capacity as collateral agent under the Subordinated Mortgages.




     “Subordinated Engine Mortgage” means the Subordinated Engine Mortgage and Security
Agreement in substantially the form of Exhibit J to this Agreement being entered into on the
Funding Date by the Borrower and the Subordinated Collateral Agent to secure the obligations
of the Borrower under the Omnibus Agreement, and shall include each supplemental mortgage
thereto.




     “Subordinated Lease Assignment” means a Subordinated Assignment of Lease and Lessee
Acknowledgment and Agreement substantially in the form of Exhibit O hereto.




     “Subordinated Mortgages” means, collectively, the Subordinated Parts Mortgage, the
Subordinated Engine Mortgage and the Subordinated Aircraft Mortgage, and “Subordinated
Mortgage” means any of them as the context may require.






 




			
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     “Subordinated Parts Mortgage” means the Subordinated Spare Parts Mortgage and Security
Agreement in substantially the form of Exhibit I being entered into on the Funding Date by
the Borrower and the Subordinated Collateral Agent to secure the obligations of the Borrower
under the Omnibus Agreement, and shall include each supplemental mortgage thereto.




     “Subsidiary” means, as to any Person, any other Person of which at least **(or
equivalent equity interests) is owned or controlled by such first Person or by one or more
other Subsidiaries of such first Person.




     “Substitute Basis” is defined in Section 1.7(f).




     “Supplemental Mortgage” means a supplement to the Mortgage substantially in the form of
Exhibit A to the Mortgage.




     “Syndication Agreement” means that certain **entered into concurrently with this
Agreement between **and**.




     “Synthetic Lease” means (a) a so-called synthetic, off-balance sheet lease or lease in
which the lessee is contractually entitled to the tax benefits of ownership of the leased
assets, or (b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency or
bankruptcy of such Person, would be characterized as the indebtedness of such Person
(without regard to accounting treatment).




     “Taxes” means all taxes, charges, fees, levies or other assessments (including income,
gross receipts, profits, withholding, excise, property, sales, use, license, occupation and
franchise taxes and including any related interest, penalties or other additions) imposed by
any jurisdiction or taxing authority (whether international, foreign or domestic).




     “Term Loan Agent” is defined in the definition of “Term Loan Agreement” below.




     “Term Loan Agreement” means that certain $1,600,000,000 Loan Agreement dated as of
March 23, 2007, as the same may have been amended from time to time among US Airways Group,
Inc., as borrower, its subsidiaries from time to time party thereto, the several lenders
from time to time party thereto, and Citicorp North America, Inc., as Administrative Agent
and Collateral Agent (in such capacity, the (“Term Loan Agent”), with Citigroup
Global Markets Inc., as Joint Lead Arranger and Bookrunner, Morgan Stanley Senior Funding,
Inc., as Joint Lead Arranger and Bookrunner and Syndication Agent, and General Electric
Capital Corporation, as Documentation Agent.




     “Term Loan Agreement Amendment” means that certain first amendment to the Term Loan
Agreement effective as of the Funding Date.




     “Term Loan Facility” means the aggregate amount of the financing facilities provided to
the Borrower under the Term Loan Agreement.






 




			
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     “Threshold Amount” has the meaning set forth in Schedule 3 to this Agreement.




     “Trade Payables” means, with respect to any Person, any accounts payable or any other
indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by
such Person or any of its Subsidiaries and arising in the ordinary course of business in
connection with the acquisition of goods or services but limited to current liabilities in
accordance with GAAP.




     “Transaction Agents” is defined in Section 8.1 hereof.




     “Transaction Documents” means this Agreement, the Notes, the Mortgage and each Mortgage
Supplement, the Syndication Agreement, the Fee Letter and the Waiver Letter.




     “Transfer Supplement” is defined in Section 9.8(c).




     “Trust Agreements” means all special purpose trust funds established by the Borrower to
manage the collection and payment of amounts collected by the Borrower for the express
benefit of third-party beneficiaries relating to (a) federal income tax withholding and
backup withholding tax, employment taxes, transportation excise taxes and security related
charges, including (i) federal payroll withholding taxes, as described in Sections 3101,
3111 and 3402 of the Internal Revenue Code; (ii) federal Unemployment Tax Act taxes, as
described in Chapter 23 of Subtitle C of the Internal Revenue Code; (iii) federal air
transportation excise taxes, as described in Sections 4261 and 4271 of the Internal Revenue
Code; (iv) federal security charges, as described in Title 49 of the Code of Federal
Regulations of 2002 (referred to in this definition as the “CFR”), Chapter XII, Part 1510;
(v) federal Animal and Plant Health Inspection Service of the United States Department of
Agriculture (APHIS) user fees, as described in Title 21 United States Code (2002) (referred
to in this definition as “U.S.C.”) Section 136a and 7 CFR Section 354.3; (vi) U.S.
Citizenship and Immigration Services fees, as described in 8 U.S.C. Section 1356 and 8 CFR
Part 286; (vii) federal customs fees as described in 19 U.S.C. Section 58c and 19 CFR
Section 24.22; and (viii) federal jet fuel taxes as described in Sections 4091 and 4092 of
the Internal Revenue Code collected on behalf of and owed to the federal government, (b) any
and all state and local income tax withholding, employment taxes and related charges and
fees and similar taxes, charges and fees, including, but not limited to, state and local
payroll withholding taxes, unemployment and supplemental unemployment taxes, disability
taxes, workman’s or workers’ compensation charges and related charges and fees that are
analogous to those described in Subtitle C of the Internal Revenue Code and that are
described in or are analogous to Chapter 23 of Title 19 Delaware Code Annotated (2002)
(referred to in this definition as “D.C.A.”) collected on behalf of and owed to state and
local authorities, agencies and entities, (c) Passenger Facility Charges as described in
Title 49 United States Code Section 40117 (2004) and Title 14 of the Code of Federal
Regulations, Subchapter 1, Part 158 collected on behalf of and owed to various
administrators, institutions, authorities, agencies and entities and (d) voluntary and/or
other non-statutorily required employee payroll deductions, whether authorized by the
employee, imposed by court order, agreed to pursuant to collective bargaining arrangement or






 




			
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otherwise, including (i) employee contributions made for the purpose of participating
in any employer-sponsored retirement plan as described and defined in Section 401(k) of the
Internal Revenue Code (including repayment of any 401(k) related loans made to the employee
but excluding any funds matched and/or contributed by the employer on behalf of any
employee), (ii) employee payments made for the purpose of participating in any
employer-sponsored medical, dental or related health plan, (iii) employee payments made for
the purpose of satisfying periodic union dues, (iv) employee payments made for the purpose
of purchasing United States Savings Bonds, (v) employee payments made for the purpose of
making deposits to an account at or making repayment of an extension of credit from an
employer-associated credit union, (vi) employee payments made for the purpose of purchasing
life, accident, disability or other insurance, (vii) employee payments made for the purpose
of participating in any employer-sponsored cafeteria plan as described and defined in
Section 125 of the Internal Revenue Code, (viii) employee-directed donations to charitable
organizations and (ix) levies, garnishments and other attachments on employee compensation
(as described in Sections 6305 and 6331 of the Internal Revenue Code, in Section 4913 of
Title 10 of D.C.A. or in any analogous provision of other applicable federal, state or local
law) collected on behalf of any Governmental Authority or any other Person authorized to
receive funds of the type described in this clause (d).




     “UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect in
any applicable jurisdiction.




     “UCC Release” means one or more releases on form UCC-3, pursuant to which the
Collateral is released from the Lien in favor of the Term Loan Agent for the benefit of the
secured parties under or in respect of the Term Loan Agreement.




     “Unrestricted Cash” means **of the Borrower that (i) may be classified, in accordance
with GAAP, as “unrestricted” on the consolidated balance sheets of the **or (ii) may be
classified, in accordance with GAAP, as “restricted” on the consolidated balance sheets of
the Borrower and its Subsidiaries solely in favor of the Term Loan Agent for the benefit of
the secured parties under and in respect of the Term Loan Agreement; provided, however, that
Unrestricted Cash shall not include (a) **held in the Collateral Account (as such terms are
defined in the Term Loan Agreement) pursuant to the Term Loan Agreement, (b) **, (c)**, (d)
**or other assets carried in deposit accounts and securities accounts subject to a control
agreement in favor of the Term Loan Agent during any period when a “Notice of Exclusive
Control” or the equivalent is in effect with respect thereto or (e) Cash Collateral (as
defined in the Mortgage and the Related Mortgage, respectively) held by the Collateral Agent
pursuant to the Mortgage or the Related Mortgage.




     “USA” means the United States of America (including all states and political
subdivisions thereof).




     “**Letter” means the **Letter, dated as of the Funding Date, among **



     “Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a






 




			
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complete or partial withdrawal from such Multiemployer Plan, as such terms are defined
in Part I of Subtitle E of Title IV of ERISA.



     2. Other Interpretive Provisions. (a) The foregoing definitions shall be equally applicable
to both the singular and plural forms of the defined terms. All terms defined directly or by
incorporation in this Agreement shall have the defined meanings when used in any certificate or
other document delivered pursuant hereto unless otherwise defined therein. For purposes of this
Agreement and all such certificates and other documents, unless the context otherwise requires: (i)
accounting terms not otherwise defined in this Agreement, and accounting terms partly defined in
this Agreement to the extent not defined, shall have the respective meanings given to them under
GAAP; (ii) references to any amount as on deposit or outstanding on any particular date means such
amount at the close of business on such day; (iii) the words “hereof,” “herein” and “hereunder” and
words of similar import refer to this Agreement (or the certificate or other document in which they
are used) as a whole and not to any particular provision of this Agreement (or such certificate or
document); (iv) references to any Section, Schedule or Exhibit are references to Sections,
Schedules and Exhibits in or to this Agreement (or the certificate or other document in which the
reference is made), and references to any paragraph, subsection, clause or other subdivision within
any Section or definition refer to such paragraph, subsection, clause or other subdivision of such
Section or definition; (v) the term “including” means “including without limitation”; (vi)
references to any law or regulation refer to that law or regulation as amended from time to time
and include any successor law or regulation; (vii) references to any agreement refer to that
agreement as from time to time amended or supplemented or as the terms of such agreement are waived
or modified in accordance with its terms; (viii) references to any Person include that Person’s
successors and assigns; and (ix) headings are for convenience of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.



     (b) Each exhibit and schedule to this Agreement is incorporated in, and shall be deemed a part
of, this Agreement.



     (c) All terms defined in the Mortgage and used herein have such respective defined meanings
unless otherwise defined herein.







 




			
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SCHEDULE 2




Amortization of the Loan




Part 1




**






 




			
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Part 2




**






 




			
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SCHEDULE 3




Part 1




Certain Information




     “Maximum Collateral Ratio” means, as of any date of determination,**.



     “Maximum Facility Amount” means $270,000,000.



     “Maximum Self Insurance Amount”**



     “Maximum Rotables and Key Repairables Ratio” means, as of any date of determination,**).



     “Minimum 1110 Percentage” means**.



     “Minimum Liability Amount” means**.



     “Minimum QDL Collateral Percentage” means**.



     “Minimum QDL Rotables and Key Repairables Percentage” means**.



     “Required Collateral Amount” means, as of any date of determination,**.



     "Special Prepayment Amount” means **



     “Threshold Amount” means**.






 




			
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Part 2




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	B	 	 	 	 	 	 	 	 	 	E	 	 
	 	 	A	 	Assumes**	 	C	 	D	 	Assumes**	 	F
	 	 	Maximum	 	Maximum Rotable &	 	Required	 	Maximum	 	Maximum Rotable &	 	Required
	 	 	Collateral	 	Key Repairable	 	Collateral	 	Collateral	 	Key Repairable	 	Collateral
	Payment Date	 	Ratio	 	Ratio	 	Amount	 	Ratio	 	Ratio	 	Amount
	Funding Date
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Jan-09
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Apr-09
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Jul-09
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Oct-09
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Jan-10
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Apr-10
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Jul-10
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Oct-10
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Jan-11
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Apr-11
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Jul-11
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Oct-11
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Jan-12
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Apr-12
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Jul-12
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Oct-12
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Jan-13
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Apr-13
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Jul-13
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Oct-13
	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*	 	 	*	*
	Jan-14
	 	 	*	*	 	 	 	 	 	 	 	 	 	 	*	*	 	 	*	*	 	 	*	*
	Apr-14
	 	 	*	*	 	 	 	 	 	 	 	 	 	 	*	*	 	 	*	*	 	 	*	*
	Jul-14
	 	 	*	*	 	 	 	 	 	 	 	 	 	 	*	*	 	 	*	*	 	 	*	*
	Oct-14
	 	 	*	*	 	 	 	 	 	 	 	 	 	 	*	*	 	 	*	*	 	 	*	*







 




			
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SCHEDULE 4




ERISA Plans




**





 




			
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SCHEDULE 5




Certain Rotables and Key Repairables






 




			
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Exhibit A




[Insert Form of Mortgage]




 









 





Exhibit B




Form of Promissory Note



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
UNDER THE SECURITIES OR SIMILAR LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE OFFERED,
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE SUCH A REGISTRATION UNDER THE ACT AND SUCH
SECURITIES OR SIMILAR LAWS IS IN EFFECT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.



THIS NOTE IS SUBJECT TO CERTAIN ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN SECTION
9.8 OF THE LOAN AGREEMENT REFERRED TO BELOW.




SECURED PROMISSORY NOTE [SPARE PARTS]

DUE                      [_____], 2014




No. [*] — New York, New York

                    , 200[  ]

$                                        




          FOR VALUE RECEIVED, the undersigned, US AIRWAYS, INC., a Delaware corporation (together with
its successors and permitted assigns, the “Borrower”) hereby unconditionally promises to pay to
                    , or the registered assignee thereof, the principal amount of                      DOLLARS
($                     ), in lawful currency of the United States of America, in installments on the Payment
Dates set forth in Annex A hereto, each such installment to be in the amount set forth in Annex A
hereto opposite the Payment Date on which such installment is due, and to pay interest in arrears
on each Interest Payment Date at the Debt Rate (as defined herein below) for the Interest Period
ending on such Interest Payment Date on the amount of such principal amount remaining unpaid from
time to time from the date hereof until such principal amount is paid in full; provided that in the
event (i) that this Note shall have been prepaid in part pursuant to the Loan Agreement, the
amounts of such installments shall be reduced in accordance with the Loan Agreement and (ii) of any
repayment or prepayment of any principal amount hereof, accrued interest on the principal amount
repaid or prepaid shall be payable on the date of such repayment or prepayment; and provided
further that the final principal payment hereon shall in any and all events equal the then
outstanding principal balance hereof and such final payment shall discharge all amounts due under
this Note. Interest shall be computed on the basis of a year of 360 days and the actual days
elapsed (including the first day but excluding the last day) in the period for which interest is
payable. The Applicable Margin for this Note is **annum. As used herein, the term “Debt Rate”
means the **for the relevant Interest Period plus the Applicable Margin, unless the Substitute
Basis shall have become applicable pursuant to Section 1.7 of the Loan Agreement, in which case the
“Debt Rate” shall mean the sum of the Substitute Basis and the Applicable Margin.




1









 








          Notwithstanding the foregoing, this Note shall bear interest at the Default Rate on overdue
principal and, to the extent permitted by applicable law, on any interest and any other amounts
payable hereunder not paid when due and payable for any period during which the same shall be
overdue, payable on demand by the holder hereof.




     This Note is one of the Notes referred to in, and is entitled to the benefits of, the Loan
Agreement [Spare Parts] dated as of                      ___, 2008, among the Borrower, General Electric Capital
Corporation, as Administrative Agent, General Electric Capital Corporation, as Collateral Agent,
General Electric Capital Corporation, as Original Lender, and the Lenders from time to time party
thereto (as amended or modified from time to time, the “Loan Agreement”; the terms defined therein
being used herein as therein defined). The Loan Agreement, among other things, (i) provides for
the making of a Loan by the Lenders to the Borrower on the Funding Date and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain stated events and
also prepayments on account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified. The obligations of the Borrower under this Note and the Loan
Agreement are secured by collateral as provided in the Spare Parts Mortgage and Security Agreement
(as amended or supplemented from time to time) dated as of                      ___, 2008, executed by the
Borrower and General Electric Capital Corporation, as Collateral Agent (the “Mortgage”).



     Each holder hereof, by its acceptance of this Note, agrees that each payment received by it
hereunder shall be applied, first, to the payment of any amount (other than principal of or
interest on this Note) then due in respect of this Note, including, without limitation, **, if any;
second, to the payment of accrued interest on this Note (as well as any interest on overdue
principal, or, to the extent permitted by law, on**, if any, on interest and on other amounts due
hereunder) due and payable to the date of such payment; and third, to the payment of principal then
due hereunder (applied, in the case of a partial prepayment, in inverse order of maturity).



     There shall be maintained a Note Register for the purpose of registering transfers and
exchanges of Notes at the office of the Collateral Agent or at the office of any successor
Collateral Agent in the manner provided in Section 9.8(d) of the Loan Agreement. As provided in
the Loan Agreement and subject to certain limitations therein set forth, the Notes may be assigned,
and the Notes are exchangeable for a like aggregate original principal amount of Notes of different
authorized denominations, as requested by the Lender surrendering the same.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Collateral Agent by manual signature, this Note shall not be entitled to any benefit under the Loan
Agreement or the Mortgage or be valid or obligatory for any purpose.






 




			
	**	 	Confidential Treatment Requested.





- 2 -









 





     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.



	 	 	 	 	 
	 	US AIRWAYS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



COLLATERAL AGENT’S CERTIFICATE OF AUTHENTICATION





     This is one of the Notes referred to in the within-mentioned Loan Agreement and Mortgage.



	 	 	 	 	 
	 	[                                        ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 








Exhibit C




Form of Notice of Borrowing




NOTICE OF BORROWING




	 	 	 
	General Electric Capital Corporation
	 	 
	     as Administrative Agent
	 	 
	Attention: [                    ]

	 	                    , 2008          






Ladies and Gentlemen:




     We refer to the Loan Agreement [Spare Parts] dated as of                      ___, 2008, among US Airways,
Inc., General Electric Capital Corporation, as Administrative Agent, General Electric Capital
Corporation, as Collateral Agent, General Electric Capital Corporation, as Original Lender and the
Lenders from time to time party thereto (as amended or modified from time to time, the “Loan
Agreement”; the terms defined therein being used herein as therein defined). We hereby give you
notice requesting a Loan pursuant to Section 1.2(a) of the Loan Agreement, and in that connection
we set forth below the required information relating to such Loan (the “Proposed Loan”):




	 	(1)	 	The Funding Date on which the Proposed Loan shall be made is                     .
	 
	 	(2)	 	The aggregate principal amount of the Proposed Loan is $                    .





	 	 	 	 	 
	 	Very truly yours,




US AIRWAYS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 









 








Exhibit D




[Insert Form of Opinion of Special Counsel to Borrower]




 









 





Exhibit E




[Insert Form of Opinion of Borrower’s Legal Department]




 









 





Exhibit F




Form of Transfer Supplement




Date                     , _____       





     Reference is made to the Agreement described in Item 2 of Annex I hereto (as such Loan
Agreement may hereafter be amended, supplemented or otherwise modified from time to time, the “Loan
Agreement”). Unless defined in Annex I hereto, terms defined in the Loan Agreement are used herein
as therein defined.
                    
(the “Assignor”) and                      (the “Assignee”) hereby agree as
follows:



     1. The Assignor hereby sells and assigns to the Assignee without recourse and without
representation or warranty (other than as expressly provided herein), and the Assignee hereby
purchases and assumes from the Assignor, that interest in and to all of the Assignor’s rights and
obligations under the Loan Agreement as of the date hereof which represents the percentage interest
specified in Item 4 of Annex I hereto (the “Assigned Share”) of all of the outstanding rights and
obligations under the Loan Agreement relating to the Loan and Commitments listed in Item 4 of Annex
I hereto. After giving effect to such sale and assignment, the amount of the outstanding principal
owing to the Assignee and the Assignor (if any) will be as set forth in Item 4 of Annex I hereto.



     2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any adverse
claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Loan Agreement or the
other Transaction Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Agreement or the other Transaction Documents or any other
instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of any party to the
Transaction Documents or the performance or observance by any party to the Transaction Documents of
any of their respective obligations under the Loan Agreement or the other Transaction Documents to
which they are a party or any other instrument or document furnished pursuant thereto.



     3. The Assignee (i) confirms that it has received a copy of the Loan Agreement and the other
Transaction Documents, together with copies of the financial statements referred to therein and
such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Transfer Supplement; (ii) agrees that it will, independently and
without reliance upon the Transaction Agents, the Assignor or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Agreement; (iii) confirms that it is an
Eligible Assignee under Section 9.8(c) of the Loan Agreement; (iv) appoints and authorizes the
Transaction Agents to take such action as an agent on its behalf and to exercise such powers under
the Loan Agreement and the other Transaction Documents as are delegated to the Transaction Agents,
as the case may be, by the terms thereof,



 









 







together with such powers as are reasonably incidental thereto; (vi) agrees that it will
perform in accordance with their terms all of the obligations which by the terms of the Loan
Agreement are required to be performed by it as a Lender; (vii) makes the representations and
warranties contained in Section 3.4 of the Loan Agreement[; and (viii) attaches the forms described
in Sections 5.3(c) and 9.8(c) of the Loan Agreement.]1



     4. Following the execution of this Transfer Supplement by the Assignor and the Assignee, an
executed original hereof (together with all attachments) will be delivered to the Collateral Agent.
This Transfer Supplement shall be effective, unless a later date is otherwise specified in Item 5
of Annex I hereto (the “Settlement Date”), upon the date upon which each of the following
conditions shall have been satisfied: (i) each of the Assignor and Assignee shall have executed a
copy hereof and delivered the same to the other party, (ii) the registration of the transfer on the
Register as provided by Section 9.8(d) of the Loan Agreement and (iii) receipt by the Assignee of
such other documentation or fees specified on Item 9 of Annex I hereto.



     5. Upon the delivery of a fully executed original hereof to the Collateral Agent, as of the
Settlement Date of this Transfer Supplement, (i) the Assignee shall be a party to the Loan
Agreement and, to the extent provided in this Transfer Supplement, have the rights and obligations
of a Lender thereunder and under the other Transaction Documents and (ii) the Assignor shall, to
the extent provided in this Transfer Supplement, relinquish its rights and be released from its
obligations under the Loan Agreement and the other Transaction Documents.



     6. It is agreed that the Assignee shall be entitled to all interest on the Assigned Share of
the Loans at the rates specified in Item 6 of Annex I which are paid by the Borrower on and after
the Settlement Date, such interest to be paid by the Administrative Agent directly to the Assignee.
It is further agreed that all payments of principal made on the Assigned Share of the Loans which
occur on and after the Settlement Date will be paid directly by the Administrative Agent to the
Assignee. Upon the Settlement Date, the Assignee shall pay to the Assignor an amount specified by
the Assignor in writing which represents the Assigned Share of the principal amount of the Loans
pursuant to the Loan Agreement which are outstanding on the Settlement Date, and which are being
assigned hereunder. The Assignor and the Assignee shall make all appropriate adjustments in
payments under the Loan Agreement for periods prior to the Settlement Date directly between
themselves.



     7. The Borrower is an intended third party beneficiary of, and may enforce, this Transfer
Supplement.



     8. THIS TRANSFER SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.





 




			
	1.	 	Include if the Assignee is organized under the laws of
a jurisdiction outside of the United States.




- 2 -









 










     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Transfer Supplement, as of the date first above written, such execution also being
made on Annex I hereto.



	 	 	 	 	 
	 	[NAME OF ASSIGNOR],

as Assignor

 	 
	 	By  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	[NAME OF ASSIGNEE],

as Assignee

 	 
	 	By  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



Acknowledged and Agreed:




	 	 	 	 	 
	GENERAL ELECTRIC
CAPITAL CORPORATION	 	 
	    as Collateral Agent	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






- 3 -









 








ANNEX FOR TRANSFER SUPPLEMENT




ANNEX I





	1.	 	Borrower: US Airways, Inc.
	 
	2.	 	Name and Date of Loan Agreement:
	 
	 	 	Loan Agreement [Spare Parts], dated as of                      ___, 2008, among US Airways, Inc., as
Borrower, General Electric Capital Corporation, as Administrative Agent, General Electric
Capital Corporation, as Collateral Agent, General Electric Capital Corporation, as Original
Lender, and the Lenders from time to time party thereto.
	 
	3.	 	Date of Assignment Agreement:
	 
	4.	 	Amounts (as of date of Item 3 above):





	 	 	 	 	 	 	 	 	 
	 	 	 	 	Principal Amount	 	Percentage
	 	 	 	 	of Outstanding Notes	 	Holding (Expressed as % of
	 	 	 	 	(or Commitment)	 	Facility)
	a.
	 	Aggregate Amount for all Lenders	 	$	                    	 	 	**
	 
	b.
	 	Amount held by Assignor immediately prior to Assignment	 	$	                    	 	 	          %
	 
	c.
	 	Amount of Assigned Share	 	$	                    	 	 	          %
	 
	d.
	 	Amount Retained by Assignor	 	$	                    	 	 	          %







	5.	 	Settlement Date:







 




			
	**	 	Confidential Treatment Requested.





 









 





	 	 	 
	6.    Rate of Interest to the
Assignee:

	 	As set forth in Section 2.1 of the Loan Agreement (unless
otherwise agreed to by the Assignor and the Assignee)*







	7.	 	Notice and Lending Office:
	 
	 	 	ASSIGNOR:




                                                            

                                                            

                                                            

                                                            

Attention:

Telephone:

Telecopier:





	 	 	ASSIGNEE:




                                                            

                                                            

                                                            

                                                            

Attention:

Telephone:

Telecopier:





	8.	 	Payment Instructions:
	 
	 	 	ASSIGNOR:




                                                            

                                                            

                                                            

                                                            

Attention:

Reference:





	 	 	ASSIGNEE:




                                                            

                                                            

                                                            

                                                            






 




			
	*	 	The Borrower and the Administrative Agent shall direct
the entire amount of the interest to the Assignee at the rate set forth in
Section 2.1 of the Loan Agreement, with the Assignor and Assignee effecting the
agreed upon sharing of the interest through payments by the Assignee to the
Assignor.




- 2 -









 









Attention:

Reference:





	9.	 	Other Documents or Fees for Closing (if any):





	 	 	 	 	 	 	 	 	 
	Acknowledged and Agreed:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[NAME OF ASSIGNEE]	 	[NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	 	 	By	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	(Print Name and Title)	 	(Print Name and Title)	 	 







- 3 -









 








Exhibit G




Form of Certificate re Non-Bank Status




CERTIFICATE RE NON-BANK STATUS




     Reference
is hereby made to the Loan Agreement [Spare Parts], dated as of                              , 2008,
among US Airways, Inc., General Electric Capital Corporation, as Administrative Agent, General
Electric Capital Corporation, as Collateral Agent, General Electric Capital Corporation, as
Original Lender, and the Lenders from time to time party thereto (as amended or modified from time
to time, the “Loan Agreement”). Pursuant to the provisions of Section 5.3(c) of the Loan
Agreement, the undersigned hereby certifies that (i) it is not a “bank” as such term is used in
Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) it is not
a controlled foreign corporation (within the meaning of Section 957(a) of the Code) related (within
the meaning of Section 864(d)(4) of the Code) to the Borrower, and (iii) it is not a **(within the
meaning of Section 871(h)(3)(B) of the Code) of the Borrower.



	 	 	 	 	 
	 	[NAME OF LENDING INSTITUTION]

 	 
	 	By  	 	 
	 	 	Title:  	 	 
	 	 	Date:  	 	 



 




			
	**	 	Confidential Treatment Requested.







 









 






	 	 	 	 	 



Exhibit H




[Insert Form of FAA Counsel’s Opinion]





 









 








Exhibit I




[Insert Form of Subordinated Parts Mortgage]





 









 








Exhibit J




[Insert Form of Subordinated Engine Mortgage]





 









 








Exhibit K




[Insert Form of Subordinated Aircraft Mortgage]





 









 








Exhibit L




[Insert Form of Omnibus Intercreditor Agreement]