US Airways 2004 Annual Report Download - page 183

SENIOR SECURED TERM LOAN
THIS SENIOR SECURED TERM LOAN AGREEMENT (this "AGREEMENT"), is entered
into as of December 23, 2004, among FTCHP LLC, a Delaware limited liability
company (the "BORROWER"), America West Airlines, Inc. (the "GUARANTOR"),
Citibank, N.A. (the "INITIAL LENDER"), the Lenders (as defined herein), and
Heritage Bank, SSB, as Administrative Agent for itself and the Lenders.
RECITALS
A. Borrower has requested that Lenders extend credit to Borrower, and
Lender requires and Borrower has agreed to issue to Lender Senior Secured
Discount Notes, all as set forth in this Agreement.
B. In order to secure Borrower's obligations under the Loan Documents
(hereinafter defined), Borrower shall grant to Administrative Agent, for the
benefit of Lenders, a security interest in and lien upon, all of the Borrower's
personal property and real property.
C. As additional security for Borrower's obligations under the Loan
Documents, Guarantor shall guaranty the obligations of Borrower.
Accordingly, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
SECTION 1 DEFINITIONS AND TERMS.
1.1 DEFINITIONS. As used herein:
ADJUSTED EURODOLLAR RATE means, for any Eurodollar Rate Borrowing for any
Interest Period, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) determined by Administrative Agent to be equal to the
quotient obtained by dividing (a) the Eurodollar Rate for such Eurodollar Rate
Borrowing for such Interest Period by (b) 1 minus the Reserve Requirement for
such Eurodollar Rate Borrowing for such Interest Period; provided however, that
in no event shall the Adjusted Eurodollar Rate be less than 1.5%.
ADMINISTRATIVE AGENT means Heritage Bank, SSB, and its permitted
successors and assigns as "ADMINISTRATIVE AGENT" for Lenders under the Loan
Documents.
AFFILIATE of any Person means any other individual or entity (i) which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such Person, provided, however,
that no individual shall be an Affiliate of any Person solely by reason of his
or her being a director, officer, or employee of such Person, or (ii) 10% or
more of the voting stock (or in the case of an entity which is not a
corporation, 10% or more of the voting equity interest) of which is beneficially
owned or held by such Person; and, for purposes of this definition only,
"control," "controlled by," and "under common control with" means possession,
directly or indirectly, of the power to direct or cause the direction of
management or policies (whether through ownership of voting securities, by
contract, or otherwise); provided that, for purposes of this Agreement neither
Administrative Agent nor any Lender shall be deemed to be an Affiliate of
Borrower.
Senior Secured Term Loan