US Airways 2004 Annual Report Download - page 216

or (d) acquire by purchase or otherwise all or any substantial part of the
business or assets of, or stock or other beneficial ownership of, any Person.
10.7 TRANSACTIONS WITH AFFILIATES. Directly or indirectly, enter into
or permit to exist any transaction (including the purchase, sale, or exchange of
property or the rendering of any service) with any Affiliate or with any
officer, director, or employee of Borrower, except for transactions in the
ordinary course of business and upon fair and reasonable terms which are fully
disclosed to Administrative Agent and which are no less favorable to Borrower
than they would obtain in a comparable arm's length transaction with an
unaffiliated Person.
10.8 CONDUCT OF BUSINESS. From and after the Closing Date, engage in
any business other than businesses of the type engaged in by Borrower on the
Closing Date.
10.9 TAX CONSOLIDATIONS. File or consent to the filing of any
consolidated income tax return with any Person.
10.10 SUBSIDIARIES. Establish, create, or acquire, subject to SECTION
10.4, any new Subsidiaries without the written consent of Required Lenders.
10.11 FISCAL YEAR . Change its Fiscal Year.
10.12 USE OF LENDERS' NAME. Borrower will not, nor will it permit its
Affiliates to, in the future, issue any press release or other public disclosure
using the name of any Lender or any of their respective Affiliates or referring
to this Agreement or the other Loan Documents without at least two Business Days
prior written notice to Lenders and without the prior written consent of Lenders
unless required to so disclose under Law and then, in any event, Borrower will
consult with Lender before any such press release or other public disclosure is
issued.
10.13 IRS FORM 8821. Revoke IRS Form 8821 designating Administrative
Agent as Borrower's appointee to receive directly from the IRS, on an on-going
basis, certain tax information, notices, and other written communication or fail
to take actions necessary to renew such Form 8821 prior to its expiration for
all time periods prior to the Termination Date.
10.14 SALE LEASE-BACK TRANSACTIONS. Directly or indirectly, enter into
any arrangement whereby Borrower sells or transfers all or any of its respective
assets and, within one (1) year thereafter, rents or leases such assets so sold
or transferred.
Guarantor covenants and agrees that until indefeasible payment in full, in
cash, of the Obligation, it shall not:
10.15 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 owned by Guarantor, except in connection with the sale,
transfer or disposition, subject to the Liens and security interests in
favor of the Administrative Agent, of substantially all of its assets not
prohibited by Section 10.17.
(b) LIENS. Directly or indirectly create, incur, assume, or permit
to exist any Lien on or with respect to any of the Collateral owned by
Guarantor or any proceeds, income, or profits therefrom.
Senior Secured Term Loan
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