US Airways 2004 Annual Report Download - page 260

EXHIBIT 10.42
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.
SENIOR SECURED DISCOUNT NOTE
$35,988,000 DECEMBER 23, 2004
FOR VALUE RECEIVED, FTCHP LLC, a Delaware limited liability company ("MAKER"),
hereby unconditionally promises to pay to the order of Citibank, N.A. ("PAYEE"),
at the principal office of Heritage Bank, SSB, as Administrative Agent
("ADMINISTRATIVE AGENT") under the Loan Agreement (defined below), at Two
Galleria Tower, Suite 2220, 13455 Noel Road, Dallas, Texas 75240, or such other
office as Administrative Agent designates, the principal sum of THIRTY-FIVE
MILLION NINE HUNDRED AND EIGHTY-EIGHT THOUSAND AND NO/100 DOLLARS ($35,988,000)
together with accrued interest thereon at the rate set forth in the Loan
Agreement, in lawful money of the United States of America. Capitalized terms
not defined herein shall have the meanings assigned to such terms in the Loan
Agreement.
The unpaid principal amount of this promissory note (this "NOTE") shall and may
be payable in accordance with the terms of SECTIONS 3.1(b), 3.2(b) and 3.3 (a)
of the Loan Agreement.
The unpaid principal amount of this Note shall bear interest from the date of
advance until maturity in accordance with SECTIONS 3.4 AND 3.7 of the Loan
Agreement. Interest on this Note shall be payable in accordance with SECTIONS
3.1(b) and 3.2(a) of the Loan Agreement.
This Note has been executed and delivered pursuant to that certain Senior
Secured Term Loan Agreement (as amended, modified, supplemented, restated or
amended and restated from time to time, the "LOAN AGREEMENT"), dated as of even
date herewith, by and among the Maker, Administrative Agent, and Lenders and is
one of the "SENIOR SECURED DISCOUNT NOTES" referred to therein. This Note
evidences loans made under the Loan Agreement, and the holder of this Note shall
be entitled to the benefits provided in the Loan Agreement. Reference is hereby
made to the Loan Agreement for a statement of: (a) the prepayment rights and
obligations of the Maker; (b) the collateral for the repayment of this Note; and
(c) the events upon which the maturity of this Note may be accelerated.
If this Note, or any installment or payment due hereunder, is not paid when due,
whether at maturity or by acceleration, or if it is collected through a
bankruptcy, probate or other court, whether before or after maturity, the Maker
agrees to pay all out-of-pocket costs of collection, including, but not limited
to, reasonable attorneys' fees incurred by the holder hereof and costs of appeal
as provided in the Loan Agreement. All past-due principal of, and, to the extent
permitted by applicable law, past-due interest on this Note shall bear interest
until paid at the Default Rate as provided in the Loan Agreement.
The Maker and all sureties, endorsers, guarantors and other parties ever liable
for payment of any sums payable pursuant to the terms of this Note, jointly and
severally waive demand, presentment for payment, protest, notice of protest,
notice of acceleration, notice of intent to accelerate, diligence in collection,
the bringing of any suit against any party, and any notice of or defense on
account of any extensions,
SENIOR SECURED DISCOUNT NOTE FOR CITIBANK, N.A.