Frontier Airlines 2006 Annual Report Download - page 268

(b) Termination by Frontier for Breach or Change of Control . If this Agreement is terminated by Frontier under
Section 8.02(b), Section 5.03, or Section 5.04, then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of
this Agreement in accordance with the following terms and conditions:
(i) Within 180 days of delivery of any notice of termination, Frontier shall deliver to RAI an
irrevocable written Wind-Down Schedule, providing for the withdrawal of such Covered Aircraft from the capacity purchase
provisions of this Agreement, delineating the number of each aircraft to be withdrawn by month, which will not be more than [* ]
Covered Aircraft per month.
(ii) The Wind-Down Schedule may not provide for the withdrawal of any Covered Aircraft beyond
any date more than 24 months after the Termination Date.
(c) Termination by RAI for Breach. If this Agreement is terminated by RAI under Section 8.02(c) or Section 5.03,
then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement in accordance with the
following terms and conditions: The notice of termination delivered by RAI to Frontier pursuant to Section 8.02(c)(i) shall be
irrevocable and shall contain a Termination Date that is no more than 60 days after the date of such notice; provided that such
termination notice shall be void and of no further effect automatically upon the payment by Frontier prior to such Termination Date of
all unpaid amounts giving rise to the default under Section 8.02(c)(i). As of the Termination Date set forth in a notice of termination
delivered pursuant to Section 8.02(c)(i), all of the Covered Aircraft shall automatically be withdrawn from the capacity purchase
provisions of this Agreement and shall cease to be Covered Aircraft as of such date. The notice of termination delivered by RAI to
Frontier pursuant to Section 8.02(c)(ii) shall be irrevocable and shall contain a Termination Date that is at least 10 and not more than
360 days after the date of such notice. The notice of termination delivered by RAI to Frontier pursuant to Section 8.02(c)(iii) or
Section 5.03 shall be irrevocable and shall contain a Termination Date that is no fewer than 180 days after the date of such notice.
Prior to the earlier of (i) two Business Days prior to the Termination Date, and (ii) the 90th day after receipt of such termination notice
pursuant to Section 8.02(c)(ii), 8.02(c)(iii), or 5.03, RAI shall deliver to Frontier a Wind-Down Schedule beginning on such
Termination Date; provided that no Wind-Down Period shall occur following a termination pursuant to Section 8.02(c)(ii) if Frontier
shall not have cured the payment default giving rise to such termination prior to or simultaneously with its delivery of the Wind-Down
Schedule to RAI. The Wind-Down Schedule may not provide for the withdrawal of any Covered Aircraft beyond any date more than
12 months after the Termination Date nor provide for the removal of more than [* ] Covered Aircraft per calendar month.
(d) Termination at End of Term . If the Agreement is terminated at the end of the Term or any extension thereof
(other than pursuant to Section 8.02), Frontier shall deliver to RAI a Wind-Down Schedule no fewer than 180 days prior to the end of
the Term or any extension thereof. Such Wind-Down Schedule may not provide for the withdrawal of any Covered Aircraft beyond
any date more than 18 months after the end of the Term or extension period nor provide for the removal of more than [*] Covered
Aircraft per calendar month
(e) Other Remedies for Labor Strike and Other Circumstances. In the event of (i) the occurrence of a Labor
Strike that shall have continued for at least three consecutive days or (ii) the mandatory grounding of the Covered Aircraft by the
FAA, then for so long as such Labor Strike or grounding shall continue and thereafter until the Controllable Completion Factor
Percentage of Scheduled Flights (calculated on a daily basis) on any day of the week equals or exceeds the Controllable Completion
Factor Percentage Target Threshold of Scheduled Flights, Frontier shall not be required to pay any of the Fixed Cost elements set forth
on Appendix 1 to Exhibit D. The rights set forth in this Section 8.03(e) are in addition to, and not in limitation of, any other right of
Frontier arising hereunder.
(f) Punitive Damages. No party to this Agreement or any of its affiliates shall be liable to any other party hereto
or any of its affiliates for claims for punitive, special or exemplary damages, arising out of or relating to this Agreement or the
transactions contemplated hereby, regardless of whether a claim is based on contract, tort (including negligence), strict liability,
violation of any applicable deceptive trade practices act or similar law or any other legal or equitable principle, and each party releases
the others and their respective affiliates from liability for any such damages. No party shall be entitled to rescission of this Agreement
as a result of breach of any other party's representations, warranties, covenants or agreements, or for any other matter; provided, that
nothing in this Section 8.03(f) shall restrict the right of any party to exercise any right to terminate this Agreement pursuant to the
terms hereof.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠