Common use of Limitations on Amendments Clause in Contracts

Limitations on Amendments. Notwithstanding any other provisions in this Agreement to the contrary, no amendment, supplement or modification of any provision of Section 7 will be effective against any holder of Senior Indebtedness and any successor or assign of any such holder unless such amendment, supplement or modification is expressly consented to in writing by such holder of Senior Indebtedness or its Representative (or by any specified percentage of holders of a class of Senior Indebtedness required to consent thereto pursuant to the terms of the agreement or instrument creating, evidencing or governing such Senior Indebtedness) in which event such amendment, supplement or modification shall be binding on all successors and assigns of such holder and on all Persons who become holders of Senior Indebtedness issued after the date of such amendment, supplement or modification); and so long as any Senior Indebtedness under or with respect to the Credit Agreement is outstanding, no amendment, supplement or modification of any provision of this Agreement or the Notes relating to any provision of Section 7, shortening the tenor, advancing the time or schedule for payments (by increasing the payment amount or otherwise) in respect of principal, interest or other payments, making more restrictive, or adding, covenants, breaches, defaults, or events of default or cure periods or loosening the requirements for acceleration or which would result in the benefits to the Company or the holders of Senior Indebtedness provided by this Agreement or the Notes being limited or in any way restricted or diminished, shall be effective unless expressly agreed to in writing by the specified percentage of holders of Senior Indebtedness required to consent thereto pursuant to the terms of the Credit Agreement.

Limitations on Amendments. Notwithstanding (a) No Obligor shall amend, waive or modify, nor shall it consent to or request any amendment, waiver or modification, of any of the material terms, conditions, representations and covenants contained in any Indebtedness for borrowed money that (i) shortens the final maturity date of such Indebtedness (without giving effect to any amendment, waiver or modification, the "Initial Indebtedness") or (ii) requires the acceleration of the final scheduled maturity date and/or any principal payments, including but not limited to scheduled payments and mandatory prepayments, and/or increases the principal amount payable on any date (including, without limitation, pursuant to mandatory prepayments) prior to the dates of analogous payments of such Initial Indebtedness; provided, however, that this Section 6.10(a) shall not prohibit the incurrence of Permitted Refinancing Indebtedness, the repayment of the Indebtedness being refinanced, or any amendment, waiver or modification of the terms of the Indebtedness being refinanced necessary to effect such repayment. No Obligor shall amend, waive or modify, nor shall it consent to or request any amendment, waiver or modification, of the AWA Loan Agreement unless such amendment, waiver or modification is permitted by and in compliance with the Intercreditor Agreement. (b) No Obligor will, nor will it permit any other provisions Obligor to, amend, adopt or terminate any Plan (i) unless such action could not reasonably be expected to have a Material Adverse Effect, or (ii) in this Agreement any manner that could reasonably be expected to give the contraryPBGC a sound and just basis to commence Proceedings against the Obligors on the basis that such action constitutes a subsequent change in connection with the Obligor's termination or replacement of the defined benefit Retirement Income Plan for Pilots of US Airways, no Inc. with the 2003 Pilots Defined Contribution Plan. (c) No Obligor shall not amend, restate, supplement or modify (or consent to or permit any amendment, restatement, supplement or modification of) its Investment Guidelines without the 77 prior written consent of any provision the Controlling Creditor; provided that, for the avoidance of doubt, this Section 7 will 6.10(c) shall not be effective against any holder deemed to prohibit the adoption of Senior Indebtedness and any successor or assign of any such holder unless such amendment, supplement or modification is expressly consented to in writing by such holder of Senior Indebtedness or its Representative (or the Investment Guidelines by any specified percentage of holders of a class of Senior Indebtedness required to consent thereto pursuant to the terms of the agreement or instrument creating, evidencing or governing such Senior Indebtedness) in which event such amendment, supplement or modification shall be binding on all successors and assigns of such holder and on all Persons who become holders of Senior Indebtedness issued after the date of such amendment, supplement or modification); and so long as any Senior Indebtedness under or with respect to the Credit Agreement is outstanding, no amendment, supplement or modification of any provision of this Agreement or the Notes relating to any provision of Section 7, shortening the tenor, advancing the time or schedule for payments (by increasing the payment amount or otherwise) in respect of principal, interest or other payments, making more restrictive, or adding, covenants, breaches, defaults, or events of default or cure periods or loosening the requirements for acceleration or which would result in the benefits to the Company or the holders of Senior Indebtedness provided by this Agreement or the Notes being limited or in any way restricted or diminished, shall be effective unless expressly agreed to in writing by the specified percentage of holders of Senior Indebtedness required to consent thereto pursuant to the terms of the Credit AgreementObligor.

Limitations on Amendments. Notwithstanding (a) None of the Obligors or their Restricted Subsidiaries shall amend, waive or modify, nor shall they consent to or request any other provisions amendment, waiver or modification, of any of the material terms, conditions, representations and covenants contained in this Agreement any Indebtedness for borrowed money that (i) shortens the final maturity date of such Indebtedness (without giving effect to any amendment, waiver or modification, the "Initial Indebtedness", and after giving effect to any such amendment, waiver or modification, the "Amended Indebtedness"), (ii) requires the acceleration of the final scheduled maturity date and/or any principal payments, including but not limited to scheduled payments and mandatory prepayments, and/or increases the principal amount payable on any date (including, without limitation, pursuant to mandatory prepayments) prior to the contrarydates of analogous payments of such Initial Indebtedness, no or (iii) provides for an interest rate applicable to such Amended Indebtedness, plus the interest rate equivalent of all remaining fees and costs associated with closing and servicing such Amended Indebtedness higher than the average remaining interest rate applicable to such Initial Indebtedness plus the interest rate equivalent of the average remaining fees and costs associated with servicing such Initial Indebtedness. (b) The Obligors shall not, nor shall they permit any of their Restricted Subsidiaries to, agree to any amendment, supplement waiver or modification of any provision of Section 7 will be effective against any holder of Senior Indebtedness and any successor or assign of any such holder unless the Concessions if such amendment, supplement waiver or modification is expressly consented to in writing by such holder of Senior Indebtedness or its Representative (or by any specified percentage of holders of a class of Senior Indebtedness required to consent thereto pursuant to the terms of the agreement or instrument creating, evidencing or governing such Senior Indebtedness) in which event such amendment, supplement or modification shall be binding on all successors and assigns of such holder and on all Persons who become holders of Senior Indebtedness issued after the date of such amendment, supplement or modification); and so long as any Senior Indebtedness under or with respect to the Credit Agreement is outstanding, no amendment, supplement or modification of any provision of this Agreement or the Notes relating to any provision of Section 7, shortening the tenor, advancing the time or schedule for payments (by increasing the payment amount or otherwise) in respect of principal, interest or other payments, making more restrictive, or adding, covenants, breaches, defaults, or events of default or cure periods or loosening the requirements for acceleration or which would result in the benefits to the Company or the holders of Senior Indebtedness provided by this Agreement or the Notes being limited or an increase in any way restricted or diminished, shall be effective unless expressly agreed to in writing payments by the specified percentage Obligors thereunder of holders of Senior Indebtedness required to consent thereto pursuant to more than $3,000,000 during the terms period that is the shorter of the Credit Agreementterm of the Loan and the term of the Concession that is proposed to be amended, waived or modified.

Limitations on Amendments. Notwithstanding Neither Obligor shall amend, waive or modify, nor shall it consent to or request any other provisions amendment, waiver or modification, of any of the material terms, conditions, representations and covenants contained in this Agreement any Indebtedness for borrowed money that (i) shortens the final maturity date of such Indebtedness (without giving effect to any amendment, waiver or modification, the "Initial Indebtedness"; and after giving effect to any such amendment, waiver or modification, the "Amended Indebtedness"), (ii) requires the acceleration of the final scheduled maturity date and/or any principal payments, including but not limited to scheduled payments and mandatory prepayments, and/or increases the principal amount payable on any date (including, without limitation, pursuant to mandatory prepayments) prior to the contrarydates of analogous payments of such Initial Indebtedness, no (iii) provides for an interest rate applicable to such Amended Indebtedness, plus the interest rate equivalent of all remaining fees and costs associated with closing and servicing such Amended Indebtedness higher than the greater of (x) (I) if such Amended Indebtedness bears interest at a floating rate of interest, 105% of the average remaining interest rate applicable to such Initial Indebtedness plus the average remaining fees and costs associated with servicing such Initial Indebtedness, or (II) if such Amended Indebtedness bears interest at a fixed rate of interest, the amount calculated as the sum of clause (I) above plus the appropriate fixed-for-floating swap rate for the Initial Indebtedness, and (y) 105% of the average remaining "all in" interest expense for such Initial Indebtedness as contemplated in the Business Plan. Neither Obligor shall agree to any amendment, supplement waiver or modification of any provision of Section 7 will be effective against any holder of Senior Indebtedness and any successor or assign of any such holder unless the Concessions if, after giving effect to such amendment, supplement waiver or modification, the aggregate value of the Concessions as a whole that the Borrower realizes and is scheduled to realize during the term of the Loan would be reduced as a result of such amendments, waivers or modifications by more than $60.0 million in the aggregate, as determined in good faith by the Borrower. In connection with any amendment, waiver or modification is expressly consented to in writing by such holder of Senior Indebtedness or its Representative (or by any specified percentage of holders of a class of Senior Indebtedness required to consent thereto pursuant to the terms Concessions which reduce the value of the agreement or instrument creatingConcessions taken as a whole, evidencing or governing such Senior Indebtedness) in which event the Borrower shall provide the Board with an Officer's Certificate certifying that such amendment, supplement waiver or modification shall be binding on all successors and assigns complies with the conditions of such holder and on all Persons who become holders of Senior Indebtedness issued after the date of such amendmentpreceding sentence and, supplement or modification); and so long taken as any Senior Indebtedness under or with respect a whole, are beneficial to the Credit Agreement is outstandingBorrower and such reduction shall not have a material adverse effect on the Borrower's ability to repay the Loan. The Obligors shall perform each of their material obligations under the Lease Indenture and the Concessions, no amendmentin each case strictly in accordance with the terms thereof, supplement and shall not reduce or modification agree to reduce the exercise price of the convertible debentures issued under the Lease Indenture to less than $12.00. The Borrower agrees to promptly notify the Agent, the Board and the Counter-Guarantors of any provision of this Agreement default under the Lease Indenture or the Notes relating Concessions. Holdings may not issue convertible debentures under the Lease Indenture in excess of $120 million, except that Holdings may issue up to any provision (but not more than) $30 million of Section 7additional convertible debentures under the Lease Indenture, shortening provided that for each $1.00 so issued the tenor, advancing Borrower receives and realizes during the time or schedule for payments (by increasing the payment amount or otherwise) in respect of principal, interest or other payments, making more restrictive, or adding, covenants, breaches, defaults, or events of default or cure periods or loosening the requirements for acceleration or which would result in the benefits to the Company or the holders of Senior Indebtedness provided by this Agreement or the Notes being limited or in any way restricted or diminished, shall be effective unless expressly agreed to in writing by the specified percentage of holders of Senior Indebtedness required to consent thereto pursuant to the terms term of the Credit AgreementLoan concessions valued at at least $2.50.

Limitations on Amendments. Notwithstanding (a) Neither Obligor, nor any other provisions of its Subsidiaries, shall amend, waive or modify, nor shall it consent to or request any amendment, waiver or modification, of any of the material terms, conditions, representations and covenants contained in this Agreement any Indebtedness for borrowed money that (i) shortens the final maturity date of such Indebtedness (without giving effect to any amendment, waiver or modification, the "Initial Indebtedness", and after giving effect to any such amendment, waiver or modification, the "Amended Indebtedness"), (ii) requires the acceleration of the final scheduled maturity date and/or any principal payments, including but not limited to scheduled payments and mandatory prepayments, and/or increases the principal amount payable on any date (including, without limitation, pursuant to mandatory prepayments) prior to the contrarydates of analogous payments of such Initial Indebtedness, no or (iii) provides for an interest rate applicable to such Amended Indebtedness, plus the interest rate equivalent of all remaining fees and costs associated with closing and servicing such Amended Indebtedness higher than the average remaining interest rate applicable to such Initial Indebtedness plus the interest rate equivalent of the average remaining fees and costs associated with servicing such Initial Indebtedness. (b) Neither Obligor shall, nor shall it permit any of its Subsidiaries to, agree to any amendment, supplement waiver or modification of any provision of Section 7 will be effective against any holder of Senior Indebtedness and any successor or assign of any such holder unless the Concessions if such amendment, supplement waiver or modification is expressly consented to in writing by such holder of Senior Indebtedness or its Representative (or by any specified percentage of holders of a class of Senior Indebtedness required to consent thereto pursuant to the terms of the agreement or instrument creating, evidencing or governing such Senior Indebtedness) in which event such amendment, supplement or modification shall be binding on all successors and assigns of such holder and on all Persons who become holders of Senior Indebtedness issued after the date of such amendment, supplement or modification); and so long as any Senior Indebtedness under or with respect to the Credit Agreement is outstanding, no amendment, supplement or modification of any provision of this Agreement or the Notes relating to any provision of Section 7, shortening the tenor, advancing the time or schedule for payments (by increasing the payment amount or otherwise) in respect of principal, interest or other payments, making more restrictive, or adding, covenants, breaches, defaults, or events of default or cure periods or loosening the requirements for acceleration or which would result in a material reduction in the benefits aggregate value that the Obligors realize or are scheduled to the Company or the holders of Senior Indebtedness provided by this Agreement or the Notes being limited or in any way restricted or diminished, shall be effective unless expressly agreed to in writing by the specified percentage of holders of Senior Indebtedness required to consent thereto pursuant to the terms realize from all of the Credit AgreementConcessions during the period that is the shorter of the term of the Loan and the term of the Concession that is proposed to be amended, waived or modified.

Limitations on Amendments. Notwithstanding (a) No Obligor shall amend, waive or modify, nor shall it consent to or request any amendment, waiver or modification, of any of the material terms, conditions, representations and covenants contained in any Indebtedness for borrowed money that (i) shortens the final maturity date of such Indebtedness (without giving effect to any amendment, waiver or modification, the "Initial Indebtedness") or (ii) requires the acceleration of the final scheduled maturity date and/or any principal payments, including but not limited to scheduled payments and mandatory prepayments, and/or increases the principal amount payable on any date (including, without limitation, pursuant to mandatory prepayments) prior to the dates of analogous payments of such Initial Indebtedness; provided, however, that this Section 6.10(a) shall not prohibit the incurrence of Permitted Refinancing Indebtedness, the repayment of the Indebtedness being refinanced, or any amendment, waiver or modification of the terms of the Indebtedness being refinanced necessary to effect such repayment. No Obligor shall amend, waive or modify, nor shall it consent to or request any amendment, waiver or modification, of the US Airways Loan Agreement unless such amendment, waiver or modification is permitted by and in compliance with the Intercreditor Agreement. (b) No Obligor will, nor will it permit any other provisions Obligor to, amend, adopt or terminate any Plan (i) unless such action could not reasonably be expected to have a Material Adverse Effect, or (ii) in this Agreement any manner that could reasonably be expected to give the contraryPBGC a sound and just basis to commence Proceedings against the Obligors on the basis that such action constitutes a subsequent change in connection with the Obligor's termination or replacement of the defined benefit Retirement Income Plan for Pilots of US Airways, no Inc. with the 2003 Pilots Defined Contribution Plan. (c) No Obligor shall not amend, restate, supplement or modify (or consent to or permit any amendment, restatement, supplement or modification of) its Investment Guidelines without the prior written consent of any provision the Controlling Creditor; provided that, for the avoidance of doubt, this Section 7 will 6.10(c) shall not be effective against any holder deemed to prohibit the adoption of Senior Indebtedness and any successor or assign of any such holder unless such amendment, supplement or modification is expressly consented to in writing by such holder of Senior Indebtedness or its Representative (or the Investment Guidelines by any specified percentage of holders of a class of Senior Indebtedness required to consent thereto pursuant to the terms of the agreement or instrument creating, evidencing or governing such Senior Indebtedness) in which event such amendment, supplement or modification shall be binding on all successors and assigns of such holder and on all Persons who become holders of Senior Indebtedness issued after the date of such amendment, supplement or modification); and so long as any Senior Indebtedness under or with respect to the Credit Agreement is outstanding, no amendment, supplement or modification of any provision of this Agreement or the Notes relating to any provision of Section 7, shortening the tenor, advancing the time or schedule for payments (by increasing the payment amount or otherwise) in respect of principal, interest or other payments, making more restrictive, or adding, covenants, breaches, defaults, or events of default or cure periods or loosening the requirements for acceleration or which would result in the benefits to the Company or the holders of Senior Indebtedness provided by this Agreement or the Notes being limited or in any way restricted or diminished, shall be effective unless expressly agreed to in writing by the specified percentage of holders of Senior Indebtedness required to consent thereto pursuant to the terms of the Credit AgreementObligor.

Limitations on Amendments. Notwithstanding (a) No Obligor shall amend, waive or modify, nor shall it consent to or request any amendment, waiver or modification, of any of the material terms, conditions, representations and covenants contained in any Indebtedness for borrowed money that (i) shortens the final maturity date of such Indebtedness (without giving effect to any amendment, waiver or modification, the "Initial Indebtedness") or (ii) requires the acceleration of the final scheduled maturity date and/or any principal payments, including but not limited to scheduled payments and mandatory prepayments, and/or increases the principal amount payable on any date (including, without limitation, pursuant to mandatory prepayments) prior to the dates of analogous payments of such Initial Indebtedness; provided, however, that this Section 6.10(a) shall not prohibit the incurrence of Permitted Refinancing Indebtedness, the repayment of the Indebtedness being refinanced, or any amendment, waiver or modification of the terms of the Indebtedness being refinanced necessary to effect such repayment. No Obligor shall amend, waive or modify, nor shall it consent to or request any amendment, waiver or modification, of the US Airways Loan Agreement unless such amendment, waiver or modification is permitted by and in compliance with the Intercreditor Agreement. (b) No Obligor will, nor will it permit any other provisions Obligor to, amend, adopt or terminate any Plan (i) unless such action could not reasonably be expected to have a Material Adverse Effect, or (ii) in this Agreement any manner that could reasonably be expected to give the contraryPBGC a sound and just basis to commence Proceedings against the Obligors on the basis that such action constitutes a subsequent change in connection with the Obligor's termination or replacement of the defined benefit Retirement Income Plan for Pilots of US Airways, no Inc. with the 2003 Pilots Defined Contribution Plan. (c) No Obligor shall amend, restate, supplement or modify (or consent to or permit any amendment, restatement, supplement or modification of) its Investment Guidelines without the prior written consent of any provision the Controlling Creditor; provided that, for the avoidance of doubt, this Section 7 will 6.10(c) shall not be effective against any holder deemed to prohibit the adoption of Senior Indebtedness and any successor or assign of any such holder unless such amendment, supplement or modification is expressly consented to in writing by such holder of Senior Indebtedness or its Representative (or the Investment Guidelines by any specified percentage of holders of a class of Senior Indebtedness required to consent thereto pursuant to the terms of the agreement or instrument creating, evidencing or governing such Senior Indebtedness) in which event such amendment, supplement or modification shall be binding on all successors and assigns of such holder and on all Persons who become holders of Senior Indebtedness issued after the date of such amendment, supplement or modification); and so long as any Senior Indebtedness under or with respect to the Credit Agreement is outstanding, no amendment, supplement or modification of any provision of this Agreement or the Notes relating to any provision of Section 7, shortening the tenor, advancing the time or schedule for payments (by increasing the payment amount or otherwise) in respect of principal, interest or other payments, making more restrictive, or adding, covenants, breaches, defaults, or events of default or cure periods or loosening the requirements for acceleration or which would result in the benefits to the Company or the holders of Senior Indebtedness provided by this Agreement or the Notes being limited or in any way restricted or diminished, shall be effective unless expressly agreed to in writing by the specified percentage of holders of Senior Indebtedness required to consent thereto pursuant to the terms of the Credit AgreementObligor.

Limitations on Amendments. Notwithstanding (a) No Obligor shall amend, waive or modify, nor shall it consent to or request any other provisions in this Agreement to the contrary, no amendment, supplement waiver or modification modification, of any provision of Section 7 will be effective against the material terms, conditions, representations and covenants contained in any holder Indebtedness for borrowed money that (i) shortens the final maturity date of Senior such Indebtedness (without giving effect to any amendment, waiver or modification, the "Initial Indebtedness"; and after giving effect to any successor or assign of any such holder unless such amendment, supplement waiver or modification is expressly consented modification, the "Amended Indebtedness") and (ii) requires the acceleration of the final scheduled maturity date and/or any principal payments, including but not limited to in writing scheduled payments and mandatory prepayments, and/or increases the principal amount payable on any date (including, without limitation, pursuant to mandatory prepayments) prior to the dates of analogous payments of such Initial Indebtedness; provided, that the consummation by such holder the Obligors of Senior Indebtedness or its Representative (or the transactions contemplated by any specified percentage Specified Contract referenced on Schedule 4.15(a) shall not constitute a breach of holders this Section 6.10. (i) No Obligor shall agree to any amendment, waiver, modification or early termination of a class of Senior Indebtedness required to consent thereto pursuant to any Specified Contract (A) if the terms of the agreement or instrument creating, evidencing or governing such Senior Indebtedness) in which event Amendment Cost associated with such amendment, supplement waiver, modification or termination (1) together with the aggregate Amendment Costs of all other amendments, waivers or modifications of such Specified Contract effected during the same calendar year, would exceed $1,000,000 in the aggregate, or (2) together with the aggregate Amendment Costs of all other amendments, waivers, modifications or terminations of all Specified Contracts effected during the same calendar year, would exceed $5,000,000 in the aggregate, provided that, an Obligor's exercise of any right to match a higher rental rate that is offered by a third party to lease aircraft under a lease that is a Specified Contract, but which by its terms, may be re-bid by the lessor, shall not constitute a violation of this clause (i)(A), and (B) unless it is beneficial to the Obligors and could not reasonably be expected to have a Material Adverse Effect, all as determined in good faith by the Borrower. In addition, no Obligor shall take any other action, including any failure to comply with any Specified Contract which failure could give rise to the right of any third party to terminate such Specified Contract prior to its scheduled termination date, that could reasonably be expected to adversely affect the Obligors' ability to realize the aggregate Concession Values that the Obligors are scheduled to realize from the Specified Contracts except to the extent permitted in clause (A) above. (ii) In connection with any amendment, waiver or modification to the Specified Contracts which is permitted in accordance with subsection (b)(i) above, the Borrower shall be binding on all successors and assigns of such holder and on all Persons who become holders of Senior Indebtedness issued after provide the date of Board with an Officer's Certificate certifying that such amendment, supplement or modification); and so long as any Senior Indebtedness under or with respect to the Credit Agreement is outstanding, no amendment, supplement waiver or modification complies with the conditions of such clause (i). (c) Group and the Borrower will not, and they will not permit any provision of this Agreement other Obligor to, amend, adopt or the Notes relating terminate any Plan (i) unless such action could not reasonably be expected to any provision of Section 7have a Material Adverse Effect, shortening the tenor, advancing the time or schedule for payments (by increasing the payment amount or otherwiseii) in respect of principal, interest any manner that could reasonably be expected to give the Pension Benefit Guaranty Corporation a sound and just basis to commence Proceedings against the Obligors on the basis that such action constitutes a subsequent change in connection with the Obligor's termination or other payments, making more restrictive, or adding, covenants, breaches, defaults, or events of default or cure periods or loosening the requirements for acceleration or which would result in the benefits to the Company or the holders of Senior Indebtedness provided by this Agreement or the Notes being limited or in any way restricted or diminished, shall be effective unless expressly agreed to in writing by the specified percentage of holders of Senior Indebtedness required to consent thereto pursuant to the terms replacement of the Credit Agreementdefined benefit Retirement Income Plan for Pilots of US Airways, Inc. with the 2003 Pilots Defined Contribution Plan.

Limitations on Amendments. Notwithstanding (a) No Obligor shall amend, waive or modify, nor shall it consent to or request any amendment, waiver or modification, of any of the material terms, conditions, representations and covenants contained in any Indebtedness for borrowed money that (i) shortens the final maturity date of such Indebtedness (without giving effect to any amendment, waiver or modification, the "Initial Indebtedness") or (ii) requires the acceleration of the final scheduled maturity date and/or any principal payments, including but not limited to scheduled payments and mandatory prepayments, and/or increases 77 the principal amount payable on any date (including, without limitation, pursuant to mandatory prepayments) prior to the dates of analogous payments of such Initial Indebtedness; provided, however, that this Section 6.10(a) shall not prohibit the incurrence of Permitted Refinancing Indebtedness, the repayment of the Indebtedness being refinanced, or any amendment, waiver or modification of the terms of the Indebtedness being refinanced necessary to effect such repayment. No Obligor shall amend, waive or modify, nor shall it consent to or request any amendment, waiver or modification, of the AWA Loan Agreement unless such amendment, waiver or modification is permitted by and in compliance with the Intercreditor Agreement. (b) No Obligor will, nor will it permit any other provisions Obligor to, amend, adopt or terminate any Plan (i) unless such action could not reasonably be expected to have a Material Adverse Effect, or (ii) in this Agreement any manner that could reasonably be expected to give the contraryPBGC a sound and just basis to commence Proceedings against the Obligors on the basis that such action constitutes a subsequent change in connection with the Obligor's termination or replacement of the defined benefit Retirement Income Plan for Pilots of US Airways, no Inc. with the 2003 Pilots Defined Contribution Plan. (c) No Obligor shall amend, restate, supplement or modify (or consent to or permit any amendment, restatement, supplement or modification of) its Investment Guidelines without the prior written consent of any provision the Controlling Creditor; provided that, for the avoidance of doubt, this Section 7 will 6.10(c) shall not be effective against any holder deemed to prohibit the adoption of Senior Indebtedness and any successor or assign of any such holder unless such amendment, supplement or modification is expressly consented to in writing by such holder of Senior Indebtedness or its Representative (or the Investment Guidelines by any specified percentage of holders of a class of Senior Indebtedness required to consent thereto pursuant to the terms of the agreement or instrument creating, evidencing or governing such Senior Indebtedness) in which event such amendment, supplement or modification shall be binding on all successors and assigns of such holder and on all Persons who become holders of Senior Indebtedness issued after the date of such amendment, supplement or modification); and so long as any Senior Indebtedness under or with respect to the Credit Agreement is outstanding, no amendment, supplement or modification of any provision of this Agreement or the Notes relating to any provision of Section 7, shortening the tenor, advancing the time or schedule for payments (by increasing the payment amount or otherwise) in respect of principal, interest or other payments, making more restrictive, or adding, covenants, breaches, defaults, or events of default or cure periods or loosening the requirements for acceleration or which would result in the benefits to the Company or the holders of Senior Indebtedness provided by this Agreement or the Notes being limited or in any way restricted or diminished, shall be effective unless expressly agreed to in writing by the specified percentage of holders of Senior Indebtedness required to consent thereto pursuant to the terms of the Credit AgreementObligor.