US Airways 2004 Annual Report Download - page 195

1.3 ACCOUNTING PRINCIPLES. Except as otherwise expressly provided herein,
all accounting and financial terms used in the Loan Documents and the compliance
with each financial covenant therein shall be determined in accordance with
GAAP, and, all accounting principles shall be applied on a consistent basis so
that the accounting principles in a current period are comparable in all
material respects to those applied during the preceding comparable period. If
Borrower or Required Lenders determine that a change in GAAP from that in effect
on the date hereof has altered the treatment of certain financial data to its
detriment under this Agreement, such party may, by written notice to the others
and Administrative Agent not later than thirty (30) days after the effective
date of such change in GAAP, request renegotiation, in good faith, of the
financial covenants affected by such change. If Borrower and Required Lenders,
despite good faith efforts, have not agreed on revised covenants within 30 days
after delivery of such notice, then, for purposes of this Agreement, GAAP will
mean generally accepted accounting principles on the date just prior to the date
on which the change that gave rise to the renegotiation occurred.
SECTION 2 LOAN PROCEEDS/ISSUANCE OF SENIOR SECURED DISCOUNT NOTES.
2.1 LOAN PROCEEDS. Each Lender severally, but not jointly, agrees to lend
to Borrower in a single advance on the Closing Date such Lender's Commitment
Percentage of the Loan Proceeds as set forth on Schedule 2.1A.
2.2 ISSUANCE OF SENIOR SECURED DISCOUNT NOTES. Borrower agrees to issue to
each Lender, on the Closing Date, the Stated Principal Amount of Senior Secured
Discount Notes set forth opposite the name of such Lender on SCHEDULE 2.2.
Borrower and each Lender agree that for purposes of Sections 1271 through 1275
of the Code, the aggregate original purchase price of the Senior Secured
Discount Notes is as set forth under the heading "Purchase Price" on SCHEDULE
2.2, and such price will be appropriately used by Borrower and such Lender for
financial reporting and income Tax purposes.
2.3 LEGEND. Each Senior Secured Discount Note shall bear the following
original issue discount legend:
FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. FOR
PURPOSES OF SECTION 1273 OF THE CODE, THE ISSUE PRICE IS $35,988,000, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $5,198,000, AND THE YIELD TO MATURITY
COMPOUNDED QUARTERLY IS LIBOR PLUS 7.14% ASSUMING NO OPTIONAL PRINCIPAL
PREPAYMENTS AND ASSUMING THE APPRAISED VALUE REMAINS CONSTANT FOR THE LIFE
OF THIS SENIOR SECURED DISCOUNT NOTE.
SECTION 3 TERMS OF PAYMENT.
3.1 SENIOR SECURED DISCOUNT NOTES AND PAYMENTS.
(a) Senior Secured Discount Notes. The amount owed by Borrower to
each Lender shall be evidenced by a Senior Secured Discount Note, payable
to the order of such Lender. On the Closing Date, Borrower will deliver to
each Lender a Senior Secured Discount Note in the name of such Lender and
in the Stated Principal Amount as set forth on SCHEDULE 2.2. Upon any
assignment of any portion of any Lender's Senior Secured Discount Notes,
Borrower shall issue new Senior Secured Discount Notes to both the
assigning Lender and the assignee to reflect such assignment.
Senior Secured Term Loan
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