Frontier Airlines 2006 Annual Report Download - page 266

ARTICLE VIII TERM, TERMINATION AND DISPOSITION OF AIRCRAFT
Section 8.01 Term. The Term of this Agreement shall commence on and shall be effective as of the Effective Date and,
unless earlier terminated for Cause or breach or extended as provided herein, shall continue until the eleventh (11th) anniversary of the
date the last Covered Aircraft was placed into service, as such date may be extended pursuant to Section 10.17 hereof (the “Term”).
Section 8.02 Early Termination
(a) By Frontier for Cause. Frontier shall have the right to terminate this Agreement upon written notice following
the occurrence of any event that constitutes Cause. Any termination pursuant to this Section 8.02(a) shall supersede any other
termination pursuant to any other provision of this Agreement (even if such other right of termination shall already have been
exercised) The notice of termination provided by Frontier pursuant to this Section 8.02(a) shall designate a termination date (which
may be any date between the date of the notice and a date no more than 120 days of the date of the notice) and will also indicate
whether or not Frontier intends to submit a Wind-Down Schedule pursuant to Section 8.03(a), and the termination date set forth in the
notice provided by Frontier will be the Termination Date for purposes of this Agreement (and such Termination Date pursuant to this
Section 8.02(a) shall supersede any other Termination Date that may have been previously established pursuant to another
termination). In the event that Frontier shall not have delivered written notice of termination pursuant to this Section 8.02(a) within 45
days after Frontier receives written notice from RAI of the occurrence of any event that constitutes Cause by RAI, then Frontier shall
be conclusively deemed to have waived any right to terminate this Agreement based upon such event; provided that such waiver shall
not apply to any subsequent or continuing event that constitutes Cause.
(b) By Frontier for Breach. Frontier may terminate this Agreement, upon two Business Days’ prior written
notice, upon the occurrence of (A) a material breach of this Agreement by RAI as described in clause (i) below, which breach shall not
have been cured within such two Business Day period, or (B) a breach by RAI of its covenant contained in Section 5.04. Frontier may
also terminate this Agreement upon the occurrence of any other material breach of this Agreement by RAI, which breach shall not
have been cured within 60 days after written notice of such breach is delivered by Frontier to RAI (which 60-day notice period may
run concurrently with the 15-day notice period, if any, provided pursuant to Section 4.03 for non-safety-related breaches). Any
termination notice provided by Frontier pursuant to this Section 8.02(b) shall specify a Termination Date that will be no more than 90
days from the date of such notice. The parties hereto agree that, without limiting the circumstances or events that may constitute a
material breach, each of the following shall constitute a material breach of this Agreement by RAI: (i) a reasonable and good faith
determination by Frontier, using recognized standards of safety, that there is a material safety concern with the operation of any
Scheduled Flights, or (ii) the grounding of the Covered Aircraft by regulatory or court order or other governmental action. In the event
that Frontier shall not have delivered written notice of termination pursuant to this Section 8.02(b) within 45 days after Frontier
receives written notice from RAI of any material breach of this Agreement by RAI, then Frontier shall be conclusively deemed to have
waived any right to terminate this Agreement based upon such breach; provided that such waiver shall not apply to any subsequent or
continuing breach.
(c) By RAI for Breach. RAI may terminate this Agreement upon (i) five Business Days prior written notice upon
(A) any failure by Frontier to make any payment or payments under this Agreement aggregating in excess of [* ], including without
limitation, any payments which become due during any Wind-Down Period, but specifically excluding any amounts which are the
subject of a good faith dispute between the parties, which failure shall not have been cured within five Business Days after written
notice of such failure is delivered by RAI to Frontier, or (B) a breach by Frontier of its covenant contained in Section 5.04, (ii) the
occurrence of any other failure by Frontier to make any payment or payments under this Agreement aggregating in excess of [*],
including without limitation, any payments which become due during any Wind-Down Period, but specifically excluding any amounts
which are the subject of a good faith dispute between the parties, which failure shall not have been cured within 20 days after written
notice of such breach is delivered by RAI to Frontier, or (iii) the occurrence of any other material breach of this Agreement by
Frontier, including without limitation, any breach during any Wind-Down Period, which breach shall not have been cured within 60
days after written notice of such breach is received by Frontier. In the event that RAI shall not have delivered written notice of
termination pursuant to this Section 8.02(c) within 45 days after RAI receives written notice from Frontier of any material breach of
this Agreement by Frontier, then RAI shall be conclusively deemed to have waived any right to terminate this Agreement based upon
such breach; provided that such waiver shall not apply to any subsequent or continuing breach.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠