US Airways 2008 Annual Report Download - page 321

Notwithstanding the foregoing, this Note shall bear interest at the Default Rate on overdue principal and, to the extent permitted by applicable law, on
any interest and any other amounts payable hereunder not paid when due and payable for any period during which the same shall be overdue, payable on
demand by the holder hereof.
This Note is one of the Notes referred to in, and is entitled to the benefits of, the Loan Agreement [Spare Parts] dated as of ___, 2008, among
the Borrower, General Electric Capital Corporation, as Administrative Agent, General Electric Capital Corporation, as Collateral Agent, General Electric
Capital Corporation, as Original Lender, and the Lenders from time to time party thereto (as amended or modified from time to time, the "Loan Agreement";
the terms defined therein being used herein as therein defined). The Loan Agreement, among other things, (i) provides for the making of a Loan by the
Lenders to the Borrower on the Funding Date and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events
and also prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The obligations of the
Borrower under this Note and the Loan Agreement are secured by collateral as provided in the Spare Parts Mortgage and Security Agreement (as amended or
supplemented from time to time) dated as of ___, 2008, executed by the Borrower and General Electric Capital Corporation, as Collateral Agent
(the "Mortgage").
Each holder hereof, by its acceptance of this Note, agrees that each payment received by it hereunder shall be applied, first, to the payment of any amount
(other than principal of or interest on this Note) then due in respect of this Note, including, without limitation, **, if any; second, to the payment of accrued
interest on this Note (as well as any interest on overdue principal, or, to the extent permitted by law, on**, if any, on interest and on other amounts due
hereunder) due and payable to the date of such payment; and third, to the payment of principal then due hereunder (applied, in the case of a partial
prepayment, in inverse order of maturity).
There shall be maintained a Note Register for the purpose of registering transfers and exchanges of Notes at the office of the Collateral Agent or at the
office of any successor Collateral Agent in the manner provided in Section 9.8(d) of the Loan Agreement. As provided in the Loan Agreement and subject to
certain limitations therein set forth, the Notes may be assigned, and the Notes are exchangeable for a like aggregate original principal amount of Notes of
different authorized denominations, as requested by the Lender surrendering the same.
Unless the certificate of authentication hereon has been executed by or on behalf of the Collateral Agent by manual signature, this Note shall not be
entitled to any benefit under the Loan Agreement or the Mortgage or be valid or obligatory for any purpose.
** Confidential Treatment Requested. - 2 -