US Airways 2008 Annual Report Download - page 257

(e) In the case of any Lender, **shall not exceed the excess, if any, of (A) the amount of interest which would have accrued on the principal amount of
such Lender's Loan Amount (or in the case of an event described in subclause (i) of Section 1.7(c) above, such Lender's Percentage Share of the Loan) had
such event not occurred, at **that would have been applicable to the Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor**, over (B) the interest that would have accrued on such amount during the **at an interest rate equal to the **(determined **prior to the first
day of the**) with a maturity comparable to the **(or, if no such rate exists for such period, **(as determined by the Administrative Agent). A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall,
absent manifest error, be conclusive and binding as to the amounts owed under this Section. The Borrower shall pay such Lender the amount shown as due on
any such certificate within **after receipt thereof.
(f) During the **following the date of any notice given to the Borrower pursuant to Section 1.7(c) or 1.7(g), each Affected Lender (or, in the case of
Section 1.7(g), each Lender) and the Borrower shall negotiate in good faith in order to arrive at a mutually acceptable alternative basis for determining the
interest rate from time to time applicable to the Affected Loan Amount (or, in the case of Section 1.7(g), the Loan) (the "Substitute Basis"); such interest rate
to be based on an agreed cost-of-funds benchmark plus the Applicable Margin. If within the **following the date of any such notice to the Borrower, any
Affected Lender (or, in the case of Section 1.7(g), any Lender) and the Borrower shall agree upon a Substitute Basis, such Substitute Basis shall be retroactive
to and effective from the first day of the applicable Interest Periods until and including the last day of such Interest Periods. If after **from the date of such
notice, any Affected Lender (or, in the case of Section 1.7(g), any Lender) and the Borrower shall have failed to agree upon a Substitute Basis, then each such
Affected Lender (or, in the case of Section 1.7(g), each such Lender) shall certify in writing to the Borrower through the Administrative Agent (such
certification to be conclusive and binding on all of the parties hereto absent manifest error) the interest rate at which such Affected Lender (or, in the case of
Section 1.7(g), such Lender) is prepared to make its Percentage Share of the Loan or maintain the Affected Loan Amount (or, in the case of Section 1.7(g), its
Loan Amount) for such Interest Periods, it being understood that such Lender's interest rate shall be at a rate per annum equal to a rate which adequately and
fairly reflects the cost to such Lender of obtaining the funds necessary to fund its Percentage Share of the Loan or to maintain its Loan Amount and that such
interest rate will be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the
interest rates at which an Affected Lender (or, in the case of Section 1.7(g), a Lender) is prepared to make its Percentage Share of the Loan or maintain the
Affected Loan Amount (or, in the case of Section 1.7(g), its Loan Amount; it being understood that such Lender's interest rate shall be at a rate per annum
equal to a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to fund its Percentage Share of the Loan or to
maintain its Loan Amount), the Borrower shall have the right exercisable upon ten Business Days' prior notice to such Affected Lender (or such Lender)
through the Administrative Agent (A) to continue to borrow the relevant Loan Amount at the interest rates so advised by such Affected Lender (or such
Lender) (as such rates may be modified, from time to time, at the outset of each subsequent Interest Period) or (B) to, notwithstanding anything to the contrary
in Section 1.1(c)(i), prepay (including, prior to the
** Confidential Treatment Requested. - 6 -