US Airways 2008 Annual Report Download - page 343

amount equal to the Special Prepayment Amount,**. In the event that the Borrower makes the prepayment contemplated by this Section 1.1(e), then the
schedule for the payment of the remaining outstanding principal balance of the Loan shall be as set forth in Part 2 of Schedule 2; provided, that the
foregoing change in amortization schedule shall be deferred until**.
(f) Pro Rata Treatment. Except to the extent otherwise provided herein (including, but not limited to, as otherwise specified in Sections 1.1(a)(2) and
1.1(c)(ii) above): (a) the borrowing of the Original Loans from the Original Lenders under Section 1.2 shall be made from the Original Lenders pro rata
according to the amounts of their respective Commitments; (b) each payment or prepayment of principal of the Loan shall be made for account of the
Lenders pro rata in accordance with the respective unpaid principal amounts of the Loan held by them (as evidenced by the Notes held by them); and
(c) each payment of interest on the Loan shall be made for account of the Lenders pro rata in accordance with the amounts of interest on the Loan then due
and payable to the Lenders, but must in all respects comply with the terms of the Mortgage.
(g) **so long as (i) the Borrower has**, (ii) no Potential Default has occurred and is continuing, (iii) the Borrower no longer has the right to incur New
Loans (including, in the event that the Borrower relinquishes such right), (iv) **and (v) the remaining Pledged Spare Parts, after giving effect to such
release (and any cure pursuant to Section 3.03 of the Mortgage), will satisfy each of the Collateral Value Tests, in each case as measured as of the date
when the**, but based on the Current Market Value of such Pledged Spare Parts as of the most recent Valuation Date. In the event that the Borrower no
longer has the right to incur New Loans (including, in the event that the Borrower relinquishes such right), no New Loans have been incurred by the
Borrower and the **(or such earlier date as the Borrower notifies the Administrative Agent in writing that it is irrevocably relinquishing its right to obtain
New Loans pursuant to Section 1.1(a)(2)), then the schedule for the payment of the remaining outstanding principal balance of the Loan shall be as set
forth in Part 4 of Schedule 2.
B. Section 1.2(a) of the Original Loan Agreement is amended in full to read as follows:
"Section 1.2. Making the Loan.
(a) Notice of Borrowing.
(1) Funding Date. The Original Loan shall be requested by the delivery of a Notice of Borrowing by the Borrower to the Administrative Agent not later
than 4:00 p.m. (New York City time) on the second Business Day prior to the Funding Date specified in such notice. The Administrative Agent shall give
to each Lender prompt notice thereof. The Notice of Borrowing shall be irrevocable and binding on the Borrower. The Notice of Borrowing shall be in
writing specifying therein (i) the aggregate amount of the Original Loan to be funded, and (ii) the proposed Funding Date. Each Lender shall, before
10:00 a.m. (New York City time) on the scheduled Funding
** Confidential Treatment Requested. 5