AMENDMENT NO. 3
LOAN AGREEMENT [SPARE PARTS]
THIS AMENDMENT NO. 3 TO LOAN AGREEMENT [SPARE PARTS] (this “ Amendment ”) is
entered into as of this 31st day of March 2009 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 Agen t”), GENERAL ELECTRIC CAPITAL
CORPORATION, as the Original Lender (herein called the “ Original Lender ”), and such other lenders a party
thereto and as may from time to time become party to the Loan Agreement (as hereinafter defined) (together with
the Original Lender, the “ Lenders ”).
A. The Borrower, the Administrative Agent, the Lenders and the Collateral Agent have heretofore
executed and delivered a Loan Agreement [Spare Parts] dated as of October 20, 2008, as amended by that
certain Amendment No. 1 to Loan Agreement [Spare Parts] dated as of December 5, 2008 and that certain
Amendment No. 2 to the Loan Agreement [Spare Parts] dated January 15, 2009 (such agreement as so amended,
but prior to the effectiveness of this Amendment, is referred to herein as the “ Original Loan Agreement ”).
B. The Borrower has requested that the Original Loan Agreement be further amended in order to **.
C. The Administrative Agent, the Collateral Agent and the Required Lenders as defined in the Original
Loan Agreement are willing to amend the Original Loan Agreement on the terms and conditions set forth herein.
In consideration of the premises and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
Section 1. Amendment .
A. Section 2.1(b) of the Original Loan Agreement is amended to read as follows:
(b) The **.
**Confidential Treatment Requested.
Section 2. Miscellaneous .
A. Effectiveness : This Amendment shall become