US Airways 2008 Annual Report Download - page 342

amendment to this Agreement shall increase the principal amount of the Loan payable on any date prior to the Maturity Date as compared to the analogous
date as set forth in the Original Loan Agreement.
(c) Optional Prepayment.
(i) In General. **, 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. Prepayments in part (other than the Special Prepayment and prepayments pursuant to Section 1.1(c)(ii) and Section 1.7(f) below)
shall be applied to principal in the inverse order of maturity.
(ii) Limited Optional Prepayment. Notwithstanding anything to the contrary in Section 1.1(c)(i) above and without limiting the Borrower's obligations
under Sections 5.1, 5.2 and 5.3, 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 **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, any **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) Collateral Compliance Prepayment. 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**.
(e) Special Prepayment. Notwithstanding anything to the contrary elsewhere in this Agreement or the other Transaction Documents, the Borrower may
prepay an
** Confidential Treatment Requested. 4