US Airways 2004 Annual Report Download - page 215

Obligation; (b) intercompany Debt, incurred in the ordinary course of business;
(c) Debt existing on the Closing Date and identified on SCHEDULE 10.1(c); and,
(d) Debt incurred in connection with refinancing of those certain mortgages
existing on the date hereof that encumber any real property owned by the
Borrower on the date hereof, as set forth in SCHEDULE 10.1(d), which Debt shall
not exceed the principal balance secured by such mortgages on the Closing Date.
Borrower will not incur any Liabilities except Debt permitted herein and trade
payables and normal accruals in the ordinary course of business not yet due and
payable or with respect to which Borrower is contesting in good faith the amount
or validity thereof by appropriate proceedings and then only to the extent that
Borrower has established adequate reserves therefore under GAAP (collectively,
"PERMITTED DEBT").
10.2 GUARANTIES. Except for endorsements of instruments or items of
payment for collection in the ordinary course of business, guaranty, endorse, or
otherwise in any way become or be responsible for any obligations of any other
Person (unless such obligation constitutes Debt permitted by SECTION 10.1),
whether directly or indirectly by agreement to purchase the Debt of any other
Person or through the purchase of goods, supplies, or services, or maintenance
of working capital or other balance sheet covenants or conditions, or by way of
stock purchase, capital contribution, advance, or loan for the purpose of paying
or discharging any Debt or obligation of such other Person or otherwise.
10.3 TRANSFERS, LIENS, AND RELATED MATTERS.
(a) Transfers. Sell, assign (by operation of Law or
otherwise), or otherwise dispose of, or grant any option with respect to
any of the Collateral.
(b) Liens. Except for Permitted Liens and Liens incurred
in connection with Debt permitted under SECTION 10.1(a) (provided that
such Liens shall not encumber accounts or inventory unless the grantee in
respect of such Liens have entered into a subordination agreement in form
and substance satisfactory to Administrative Agent), directly or
indirectly create, incur, assume, or permit to exist any Lien on or with
respect to any of the Collateral or any proceeds, income, or profits
therefrom.
(c) No Negative Pledges. Except for agreements in
connection with Debt permitted under SECTION 10.1(a) (provided that such
agreements shall not restrict encumbrances on accounts or inventory unless
the parties benefiting from such agreements have entered into
subordination agreements or other agreements in form and substance
satisfactory to Administrative Agent), enter into or assume any agreement
(other than the Loan Documents) prohibiting the creation or assumption of
any Lien upon its properties or assets, whether now owned or hereafter
acquired except if such agreement is entered into or assumed in connection
with Capital Leases, or purchases secured by purchase money Liens, in
either case permitted by SECTION 10.1.
10.4 INVESTMENTS AND LOANS. Make or permit to exist investments in, loans
to, or distributions to any other Person, except: (a) Cash Equivalents held by
Borrower; (b) loans in respect of intercompany Debt permitted in SECTION 10.1;
and, (c) the investments disclosed on SCHEDULE 10.4 existing on the Closing
Date.
10.5 RESTRICTED JUNIOR PAYMENTS. Directly or indirectly declare, order,
pay, make or set apart any sum for any Restricted Junior Payment.
10.6 RESTRICTION ON FUNDAMENTAL CHANGES. (a) Enter into any transaction
of merger or consolidation; (b) liquidate, wind-up, or dissolve itself (or
suffer any liquidation or dissolution); (c) convey, sell, lease, sublease,
transfer, or otherwise dispose of, in one transaction or a series of
transactions, all or any substantial part of its business or assets, whether now
owned or hereafter acquired;
Senior Secured Term Loan
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