US Airways 2004 Annual Report Download - page 263

EXHIBIT 10.43
UNCONDITIONAL GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT ("GUARANTY") is executed as of December 23, 2004, by
America West Airlines, Inc., a Delaware corporation ("GUARANTOR"), in favor of
Citibank, N.A. ("LENDER").
A. FTCHP LLC ("BORROWER") may from time to time be indebted to Lender
pursuant to that certain Senior Secured Term Loan Agreement ("LOAN AGREEMENT")
dated of even date herewith by and between Lender and Borrower;
B. Lender is not willing to extend credit to Borrower unless Guarantor
unconditionally guarantees payment of all present and future indebtedness and
obligations of Borrower to Lender; and
C. Guarantor will benefit from Lender's extension of credit to Borrower.
ACCORDINGLY, as an inducement to Lender to enter into the Loan Agreement and to
extend credit to Borrower under this Guaranty, Guarantor guarantees payment of
the Guaranteed Obligation (as defined below) and agrees as follows:
1. DEFINITIONS.
"BORROWER" means that party described in the recitals above. "Borrower"
includes any successor to Borrower, including, without limitation, any new
entity formed as a result of the dissolution of Borrower, or the admission of
new members to, or withdrawal of members from, Borrower, and, any successor
entity, any entity formed as a result of any reorganization of Borrower or the
entity that survives in the event of any merger including Borrower.
"GUARANTEED OBLIGATION" means:
(a) All principal, interest, attorneys' fees, commitment fees,
liabilities for costs and expenses and other indebtedness, obligations and
liabilities of Borrower to Lender at any time created or arising in connection
with the Loan Agreement, or any amendment thereto or substitution therefor,
including but not limited to all indebtedness, obligations and liabilities of
Borrower to Lender arising under that certain promissory note dated of even date
herewith in the original principal amount of Thirty Five Million Nine Hundred
and Eighty Eight Thousand and No/100 Dollars ($35,988,000.00), executed by
Borrower and payable to Lender (the "NOTE") and under any renewals,
modifications, increases and extensions of the Note (collectively, the
"GUARANTEED NOTES");
(b) All liabilities of Borrower for future advances, extensions of
credit, sales on account or other value at any time given or made by Lender to
Borrower in connection with the Loan Agreement and Guaranteed Notes, whether or
not the advances, credit or value are given pursuant to a commitment;
(c) Any and all other indebtedness, liabilities, obligations and
duties of every kind and character of Borrower to Lender arising in connection
with the Loan Agreement and Guaranteed Notes, whether now or hereafter existing
or arising, whether arising prior to or subsequent to any filing of any
bankruptcy or similar proceeding filed by or against Borrower, (and including
any "debtor-in-possession" and post-petition financing under any bankruptcy
proceeding), regardless of whether such present or future indebtedness,
liabilities, obligations or duties be direct or indirect, primary or secondary,
joint, several, or joint and several, fixed or contingent, and regardless of
whether such present or future indebtedness, liabilities, obligations or duties
may, prior to their acquisition by Lender, be or have been payable to, or be or
have been in favor of, some other person or have been acquired by Lender in any