US Airways 2004 Annual Report Download - page 217

10.16 LIQUIDATION Liquidate, wind-up, or dissolve itself (or suffer any
liquidation or dissolution).
10.17 RESTRICTION ON FUNDAMENTAL CHANGES Become a party to any merger
or consolidation, acquire by purchase, lease or otherwise all or substantially
all of the assets of any Person, or sell, transfer, lease or otherwise dispose
of all or substantially all of the assets of Guarantor; provided, however, that
the foregoing shall not operate to prevent a merger or consolidation or
transfer, sale, purchase, disposition, acquisition or lease of all or
substantially all of the assets of Guarantor or any other Person by Guarantor if
such merger, consolidation or transfer, sale, purchase, disposition, acquisition
or lease will not result in a Material Adverse Event and no Default then exists,
and provided further that in the event of a merger or consolidation where the
Guarantor is not the survivor or continuing corporation, the surviving
corporation expressly assumes all obligations of Guarantor under this Agreement.
The term "substantially all" as used herein shall mean twenty five percent (25%)
or more of such property or assets of Guarantor or a Person, as applicable..
10.18 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 Guarantor, 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 Guarantor,
as the case may be, than they would obtain in a comparable arm's length
transaction with an unaffiliated Person.
10.19 CONDUCT OF BUSINESS From and after the Closing Date, cease to
engage in business of the type engaged in by Guarantor on the Closing Date.
10.20 FISCAL YEAR; TAX DESIGNATION Change its Fiscal Year.
10.21 USE OF LENDERS' NAME 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, Guarantor will consult with Lender before any
such press release or other public disclosure is issued.
10.22 IRS FORM 8821 Revoke IRS Form 8821 designating Administrative
Agent as Guarantor'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.
SECTION 11 DEFAULT, RIGHTS, AND REMEDIES.
11.1 DEFAULT. "DEFAULT" shall mean the occurrence or existence of any
one or more of the following (for each section a different grace or cure period
may be specified, if no grace or cure period is specified, such occurrence or
existence constitutes an immediate Default):
(a) Payment. Failure of Borrower or Guarantor to comply
with SECTION 9.9 or any other failure to make payment of any of the
Obligation when due and in the case of interest, such failure shall not be
cured within five days of the applicable due date; or
Senior Secured Term Loan
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