US Airways 2008 Annual Report Download - page 252

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
** Confidential Treatment Requested. 1