AMENDMENT NO. 2
LOAN AGREEMENT [SPARE PARTS]
THIS AMENDMENT NO. 2 TO LOAN AGREEMENT [SPARE PARTS] (this “ Amendment ”) is
entered into as of this 15th day of January 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 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 (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 Lenders and the Collateral Agent 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. Amendments .
A. Section 1.1(c) of the Original Loan Agreement is hereby amended by adding the following as a new
subpagraph (iii) thereof:
“(iii) ** the Borrower may prepay, without premium or penalty, the New Loans, in whole or in part, at
any time during the period beginning on ** on any Business Day (a “ New Loan Prepayment Date ”)
designated by the Borrower in a writt