AMENDMENT NO. 1
LOAN AGREEMENT [SPARE PARTS]
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT [SPARE PARTS] (the “ Amendment ”) is
entered into as of this 5th day of December 2008 among US AIRWAYS, INC., a Delaware corporation (the
“Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Administrative
Agent for the Lenders (the “Administrative Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation, as the Collateral Agent (the “Collateral Agent”), GENERAL ELECTRIC CAPITAL
CORPORATION, as the Original Lender (herein called the “ Original Lender ”), and such other lenders as may
from time to time become party to the Loan Agreement (as hereinafter defined) (together with the Original
Lender, the “ Lenders ”).
A. The Borrower, the Administrative Agent, the Lenders and the Collateral Agent have heretofore
executed and delivered a Loan Agreement [Spare Parts], dated as of October 20, 2008 prior to the
effectiveness of this Amendment (the “ Original Loan Agreement ”), pursuant to which Lenders agreed to make
loans to the Borrower to be secured by a Lien (such term and other capitalized terms used without definition
herein have the meanings assigned to them in, or by reference in, the Loan Agreement) on certain spare parts and
related property owned by the Borrower and stored at certain locations.
B. The Borrower wishes to exercise its option to make the Special Prepayment as provided in the Original
C. In connection with such Special Prepayment, the Borrower has requested that the Administrative
Agent, the Lenders and the Collateral Agent enter into this Amendment in order to permit the Borrower to solicit
and obtain new loan commitments from new lenders and to provide the Borrower with the right to borrow certain
new loans, all on the terms and subject to the provisions set forth herein.
D. The Administrative Agent, the Lenders and Collateral Agent