US Airways 2008 Annual Report Download - page 253

the Borrower, the Lenders shall surrender their Notes for replacement Notes which reflect the revised Maturity Date and amortization schedule provided for
by the terms of this Agreement following such prepayment by the Borrower. In the case of each Note, each payment of the principal amount, **, and interest
or other amounts due thereon shall be applied, **, if any, and to the extent permitted by law, **, second, to the payment of accrued interest on the Loan to the
date of such payment, third, to the payment of**, due hereunder in respect of the Loan, and fourth, the balance, if any, remaining thereafter, to the payment of
the principal amount of the Loan remaining unpaid**.
(c) **.
(i) In General. **, on any Business Day (a "Prepayment Date"), on not less than three (3) Business Days' prior irrevocable written notice from the
Borrower to the Administrative Agent, the Borrower may prepay all, or any portion of the outstanding principal amount of the Loan without premium or
penalty; provided, however, that no partial prepayment of the Loan shall be for less than **of principal. If the Borrower elects to prepay the Loan in whole
or in part, the Borrower shall pay on the Prepayment Date to the Administrative Agent, for the account of the Lenders, the principal amount specified to be
prepaid in the applicable notice of prepayment together with all accrued and unpaid interest thereon, **, and all other amounts then due and payable under
the Transaction Documents. **
(ii) **, in the event that the Borrower receives notice from any Lender of any costs that the Borrower is required to pay to such Lender pursuant to any
of Sections 5.1, 5.2 or 5.3 and the Lender is not able to mitigate the relevant costs by changing its Lending Office pursuant to Section 1.10 below, then the
Borrower shall have the right, exercisable upon not less than ten Business Days' prior notice to the applicable Lender (with a copy to the Administrative
Agent), to prepay in full the Loan Amount held by such Lender, without premium or penalty. If the Borrower elects to make such a prepayment, then the
Borrower shall pay the full Loan Amount held by the applicable Lender, together with accrued interest thereon, **and any amounts due to such Lender
pursuant to Sections 5.1, 5.2 and 5.3, as applicable. Any prepayment by the Borrower pursuant to this Section 1.1(c)(ii) shall be made by the Borrower
directly to the applicable Lender, and no prepayment by the Borrower pursuant to this Section 1.1(c)(ii) shall have any effect on the Borrower's obligations
with respect to the remaining outstanding balance of the Loan to any of the other Lenders hereunder. For the avoidance of doubt such prepayment may be
made prior to the Designated Date and may be in an amount less than**.
(d) ** In the event that, in accordance with Section 3.03 of the Mortgage, the Borrower is entitled to make, and elects to make, a prepayment of the Loan,
then the principal amount of such prepayment, together with accrued interest thereon to the date of such prepayment, **, shall be paid, without premium or
penalty, by the Borrower to the Administrative Agent for the account of all Lenders. Any prepayment pursuant to this Section 1.1(d) shall be applied to
principal**. For the avoidance of doubt such prepayment may be made prior to the Designated Date and may be in an amount less than**.
** Confidential Treatment Requested. - 2 -