Frontier Airlines 2008 Annual Report Download - page 115

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by
the U.S. Environmental Protection Agency.
“CFC” means a “controlled foreign corporation” under Section 957 of the Code.
“Change of Control” means an event or series of events by which:
(a) Parent ceases to be the direct owner of record and the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934) of 100% of the Equity Interests of Borrower; or
(b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934)
other than any Permitted Holder becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group
has a right acquire (such right, an “option right”), whether such option right is exercisable immediately or only after the passage of
time), directly or indirectly, of 20% or more of the voting power or economic interests of the Equity Interests of Borrower, Parent,
Midwest Management Holdings, LLC, a Delaware limited liability company or Midwest Air Partners, LLC, a Delaware limited
liability company (and taking into account all such securities that such person or group has the right to acquire pursuant to any option
right).
“Code” means the Internal Revenue Code of 1986.
“Collateral” means all of the “Collateral” referred to in the Collateral Documents, the Pledged Collateral, and all of the other
property and assets that are or are intended under the terms of the Collateral Documents to be subject to Liens in favor of the
Collateral Agent for the benefit of the Secured Parties, which property and assets shall not include the Excluded Assets.
“Collateral Agent” has the meaning specified in the preamble.
“Collateral Documents” means, collectively, the provisions of Article X of this Agreement, the Intellectual Property Security
Agreement, the Aircraft Mortgages, the Slot Security Agreement, the Spare Parts Security Agreement, IP Security Agreement
Supplements, the Associated Bank Control Agreement, and each of the other agreements, instruments or documents that creates or
purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties to secure any of the Secured Credit
Obligations or any control agreement entered into by a Loan Party with respect to a Controlled Account.
“Collateral Enforcement Event of Default” means (i) the occurrence of any Event of Default under Section 8.01(m) or (n),
automatically, (ii) the occurrence of any other Event of Default, at the request of the Required Lenders, (iii) the occurrence of any
“Event of Default” under Section 8.01(m) or (n) of the Reimbursement Agreement, automatically and (iv) the occurrence of any other
“Event of Default” under the Reimbursement Agreement, at the request of the Required Northwest Parties.
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any indenture,
mortgage, deed of trust, contract, agreement, instrument or other undertaking to which such Person is a party or by which it or any of
its property is bound.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of
a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have
meanings correlative thereto.
“Controlled Account” means a deposit account or securities account of any Loan Party at a depository bank or other financial
institution acceptable to the Administrative Agent that has entered into account control agreements in form and substance satisfactory
to the Administrative Agent and each Significant Lender, and otherwise established in a manner satisfactory to the Administrative
Agent and each Significant Lender. For the avoidance of doubt, the Special Controlled Account shall be a Controlled Account.
“Credit Pro Rata Share” means, at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the
numerator of which is the aggregate principal amount of Term Loans outstanding at such time and the denominator of which is the
aggregate principal amount of all Secured Credit Obligations outstanding at such time. For purposes of the calculation of the amount
of Term Loans and Secured Credit Obligations outstanding under this definition, (x) the aggregate principal amount of the
Reimbursement Obligations outstanding at such time shall be, subject to clause (z) below, (A) the sum of (i) the undrawn face amount
of the “Letter of Credit” (as such term is defined in the Reimbursement Agreement) and (ii) the principal amount of the
Reimbursement Obligations then outstanding, to the extent such Letter of Credit has been drawn, less (B) the sum (without
duplication) of (i) the amount of any portion thereof that has been cash collateralized pursuant to this Agreement or the
Reimbursement Agreement and (ii) the amount of funds on deposit in the Reimbursement Obligation Collateral Account at such time,
(y) the aggregate principal amount of Term Loans shall not exceed $50,000,000 and (z) the aggregate principal amount of
Reimbursement Obligations outstanding shall not exceed $10,000,000.
“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United
States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠