Frontier Airlines 2008 Annual Report Download - page 117

“Event of Default” has the meaning specified in Section 8.01.
“Excluded Airline Assets” means any assets in respect of which a security interest is granted pursuant to the Slot Security
Agreement, the Spare Parts Security Agreement or the Aircraft Mortgages.
“Excluded Assets” shall mean:
(a) funds held in any account with U.S. Bank National Association as security for obligations owing to (i) the Processing
Bank under the U.S. Bank Agreement and (ii) American Express under the American Express Agreement, in each case, to the extent
that such agreement prohibits the granting of a security interest therein to any Person other than the Processing Bank or American
Express, as applicable;
(b) the Tax Trust Accounts and the contents thereof;
(c) any permit or license issued by a Governmental Authority to any Loan Party or any agreement or property subject to any
agreement to which any Loan Party is a party, in each case, only to the extent and for so long as the terms of such permit, license or
agreement or any Laws applicable thereto, validly prohibit the creation by such Loan Party of a security interest in such permit,
license, agreement or property in favor of the Collateral Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of
the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of
equity);
(d) any Loan Party’s leasehold interest in any aircraft, airframe, engine or part to the extent that the applicable lease validly
prohibits the creation by such Loan Party of a security interest in such leasehold interest, and any aircraft, airframe, engine or part
subject to a Lien permitted under Section 7.01(b); and
(e) all Gates and Routes;provided, however, that Excluded Assets shall not include any Proceeds (as defined in the UCC),
substitutions or replacements of any Excluded Assets referred to in clause (a), (b), (c) or (d) (unless such Proceeds, substitutions or
replacements would constitute Excluded Assets referred to in clause (a), (b), (c) or (d)).
“Existing Credit Agreement” has the meaning set forth in the preliminary statements hereto.
“Existing Indebtedness” means the Loan Parties’ Indebtedness as of the Amendment and Restatement Closing Date as set forth on
Schedule 7.03 attached hereto.
“Existing Lenders” has the meaning set forth in the preliminary statements hereto.
“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of
business and excluding the proceeds of Dispositions, but including, without limitation, tax refunds, pension plan reversions, insurance
payable upon an “Event of Loss” (as defined in the Aircraft Mortgages), condemnation awards (and payments in lieu thereof),
indemnity payments and any purchase price adjustments.
“FAA” means the Federal Aviation Administration.
“First Amendment” has the meaning set forth in the preliminary statements hereto.
“Foreign Person” has the meaning specified in Section 12.14(a)(i).
“Fourth Amendment” has the meaning set forth in the preliminary statements hereto.
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.
“Gates” means all of the right, title, privilege, interest and authority of the Loan Parties with respect to premises used for the
purpose of holdroom seating and boarding space and related aircraft parking positions to enplane and deplane passengers at any
airport or terminal in the United States at which any Loan Party conducts scheduled operations, arising under any lease, usufruct, use
agreement, facility agreement or similar agreement governing the right to use that portion of the premises demised or covered by such
lease, usufruct, use agreement, facility agreement or similar agreement, including, without limitation, those leases, usufructs, use
agreements, facility agreements or similar agreements.
“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government.
“Guarantors” means, collectively, Parent and each of the existing and future direct and indirect Subsidiaries of the Borrower.
“Guaranty” has the meaning specified in Section 11.01.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠