US Airways 2004 Annual Report Download - page 248

SCHEDULE 7.1
CONDITIONS PRECEDENT TO CLOSING
The Agreement and related Loan Documents shall not become effective unless
Administrative Agent has received all of the following (unless otherwise
indicated, all documents shall be dated as of December __, 2004, and all terms
used with their initial letters capitalized are used herein with their meanings
as defined in the Agreement):
1. Agreement. Agreement (together with all Schedules and Exhibits thereto)
executed by Borrower, Guarantor, Administrative Agent, and each Lender.
2. Senior Secured Discount Notes. Senior Secured Discount Notes issued by
Borrower and payable to the order of Lender.
3. Organizational Documents. Copies of the articles of incorporation,
certificate of incorporation, or articles of organization and all
amendments thereto of Borrower and Guarantor (each a "CREDIT PARTY" and
collectively the "CREDIT PARTIES"), each accompanied by a certificate that
such copy is correct and complete, (a) one dated a Current Date (as used
herein, the term "CURRENT DATE" means any date not more than 30 days prior
to the Closing Date), issued by the appropriate governmental authority of
the jurisdiction of organization of each Credit Party, and (b) one dated
the Closing Date, executed by the President, Vice President, Treasurer,
Chief Executive Officer, Chief Financial Officer, or Secretary (each a
"RESPONSIBLE OFFICER") of each such Credit Party, and the Secretary,
Assistant Secretary, or other similar officer of each such Credit Party.
4. Bylaws/Operating Agreements. A copy of the bylaws or operating agreement,
and all amendments thereto, of each Credit Party, accompanied by a
certificate that such copy is correct and complete, dated the Closing
Date, and executed by a Responsible Officer, and the Secretary, Assistant
Secretary, or other similar officer of each such entity.
5. Good Standing and Authority. Certificates of the appropriate governmental
authorities of such jurisdictions as Administrative Agent may designate,
each dated a Current Date, to the effect that each Credit Party is in good
standing with respect to the payment of franchise and similar Taxes (to
the extent such information is available) and is duly qualified to
transact business in such jurisdiction.
6. Incumbency/Secretary's Certificate. Certificates of incumbency dated as of
the Closing Date with respect to all managers, officers, or partners of
each Credit Party who will be authorized to execute or attest to any of
the Loan Documents on behalf of such Credit Party, executed by a
Responsible Officer, and the Secretary, Assistant Secretary, or other
similar officer of each such Credit Party.
7. Resolutions. Copies of resolutions duly adopted by the Board of Directors
or sole member, as applicable, of each Credit Party, approving this Loan
Agreement and the other Loan Documents and authorizing the transactions
contemplated in such Loan Documents, accompanied by a certificate of the
Secretary or an Assistant Secretary of each such Credit Party, dated as of
the Closing Date, certifying that such copy is a true and correct copy of
resolutions duly adopted at a meeting of (which may be held by conference
telephone or similar communications equipment by means of which all
Persons participating in a meeting can hear each other if permitted by
applicable law and, if required by such law, by such entity's bylaws or
operating agreement), or by the unanimous written consent of (if permitted
by applicable Law and, if required by such Law, by such entity's bylaws or
operating agreement), the Board of Directors or sole