Frontier Airlines 2008 Annual Report Download - page 121

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA
or Section 412 of the Code or Section 307 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan
were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Pledged Collateral” has the meaning set forth in Section 10.01.
“Pledged Spare Parts” has the meaning assigned to such term in the Spare Parts Security Agreement.
“Processing Bank” has the meaning set forth in the preliminary statements hereto.
“Pro Rata Share” means, with respect to each Lender at any time, (a) prior to the extension of the Term Loans, a fraction
(expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Term Commitment of
such Lender under the Term Facility at such time and the denominator of which is the amount of the Term Commitments under Term
Facility at such time and (b) after the extension of the Term Loans, 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 owing to such Lender at such time and the
denominator of which is the aggregate principal amount of all Term Loans owing to the Lenders at such time.
“Register” has the meaning set forth in Section 12.07(c).
“Reimbursement Agreement” has the meaning set forth in the preliminary statements hereto.
“Reimbursement Documents” means the “Transaction Documents”, as such term is defined in the Reimbursement Agreement.
“Reimbursement Obligations” means the “Obligations”, as such term is defined in the Reimbursement Agreement.
“Reimbursement Obligation Collateral Account” means a deposit account or securities account held in the name of the Collateral
Agent at a depository bank or other financial institution acceptable to the Required Northwest Parties and the Significant Lenders,
with the funds deposited therein securing the payment in full of (x) the Reimbursement Obligations and (y) after all of the
Reimbursement Obligations have been repaid in full in cash, the LC Commitment (as defined in the Reimbursement Agreement) has
terminated and the Letter of Credit (as defined in the Reimbursement Agreement) has been cancelled or cash collateralized in an
amount equal to 105% of the undrawn and unexpired amount thereof, the Obligations. On the Amendment and Restatement Effective
Date, the Reimbursement Obligation Collateral Account is the account specified on Schedule IV hereto.
“Reimbursement 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 Reimbursement Obligations owing 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
amount of Secured Credit Obligations and Reimbursement 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.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice
period has been waived.
“Republic” means Republic Airways Holdings Inc., a Delaware corporation.
“Required Lenders” means, as of any date of determination, Lenders having in the aggregate more than 50% of the sum of (x) the
aggregate outstanding principal amount of the Term Loans and (y) the aggregate unfunded Term Commitments.
“Required Northwest Parties” means, as of any date of determination, Northwest Parties having more than 50% of the outstanding
principal amount of the Reimbursement Obligations (whether contingent or outstanding).
“Required Secured Parties” means, as of any date of determination, (i) either the TPG Entities or Republic and (ii) the Required
Northwest Parties; provided that, prior to the Airline Service Agreement Termination Date, upon the occurrence of an Airline Service
Agreement Rejection Event until such time as the Airline Service Agreement Obligations shall have been paid in full in cash (or
otherwise satisfied in a manner satisfactory to Republic), “Required Secured Parties” shall mean Republic.
“Responsible Officer” means, (i) the chief executive officer, president, chief financial officer, executive vice president, treasurer or
assistant treasurer of a Loan Party, and (ii) with respect to each Loan Party (other than the Borrower), any person authorized by the
Board of Directors or shareholders of such Loan Party to execute documents in connection with the Loan Documents on behalf of
such Loan Party. Any document delivered hereunder or thereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠