US Airways 2004 Annual Report Download - page 326

(a) CALCULATION. Subject to the provisions of Section 4.6(b) below,
all determinations required to be made under this Section 4.6, including whether
and when a Gross-Up Payment is required and the amount of such Gross-Up Payment
and the assumptions to be utilized in arriving at such determination, shall be
made by the independent auditors most recently engaged by Holdings to conduct an
independent audit of Holdings' financial statements or such other certified
public accounting firm reasonably acceptable to Parker as may be designated by
Holdings (the "ACCOUNTING FIRM") which shall provide detailed supporting
calculations both to Parker and Holdings within 15 business days of the receipt
of notice from Parker that there has been a Payment, or such earlier time as is
requested by Holdings. All fees and expenses of the Accounting Firm shall be
borne solely by Holdings. Any Gross-Up Payment, as determined pursuant to this
Section 4.6, shall be paid by Holdings to or for the benefit of Parker within 5
days of the later of (i) the due date for the payment of any Excise Tax and (ii)
the receipt of the Accounting Firm's determination. Any determination by the
Accounting Firm shall be binding upon Parker and Holdings unless substantial
authority under the Code exists to the contrary or a ruling is obtained from the
Internal Revenue Service supporting a contrary view. As a result of the
uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which shall not have been made by Holdings should have been
made ("UNDERPAYMENT"), consistent with the calculations required to be made
hereunder. In the event that Holdings exhausts its remedies pursuant to Section
4.6(b) and Parker or Holdings thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by Holdings
to Parker or for Parker's benefit. The previous sentence shall apply mutatis
mutandis to any overpayment of a Gross-Up Payment.
(b) COOPERATION. Parker shall notify Holdings in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by Holdings of the Gross-Up Payment. Such notification shall be given as
soon as practicable but no later than 30 business days after Parker is informed
in writing of such claim, and shall apprise Holdings of the nature of such claim
and the date on which such claim is required to be paid. Parker shall not pay
such claim prior to the expiration of the 30-day period following the date on
which it gives such notice to Holdings (or such shorter period ending on the
date that any payment of taxes with respect to such claim is due). If Holdings
notifies Parker in writing prior to the expiration of such period that it
desires to contest such claim, Parker will:
(i) give Holdings any information reasonably requested by
Holdings relating to such claim,
(ii) take such action in connection with contesting such claim
as Holdings shall reasonably request in writing from time to time, including
accepting legal representation with respect to such claim by an attorney
reasonably selected by Holdings,
(iii) cooperate with Holdings in good faith in order
effectively to contest such claim, and
(iv) permit Holdings to participate in any proceeding relating
to such claim.
13.