Frontier Airlines 2008 Annual Report Download - page 125

Borrowing of such Term Loans.
(d) Borrowing Mechanics of Term Loans on or after the Milestone Achievement Date . Borrower shall deliver to Administrative
Agent a fully executed Loan Notice no later than 10:00 a.m. (New York City time) on the Milestone Achievement Date (or, if the
Borrower elects to make such Term Borrowing under Section 2.01(c) on a date after the Milestone Achievement Date, no later than
10:00 a.m. (New York City time) on the date that is at least three Business Days prior to the proposed date of such Term Borrowing)
with respect to the Term Loan Borrowing under Section 2.01(c). Promptly upon receipt by Administrative Agent of such Loan
Notice, Administrative Agent shall notify each Lender of its Pro Rata Share of the proposed Term Borrowing. Each Lender shall
make such Term Loan available to Borrower not later than 3:00 p.m. (New York City time) on the Milestone Achievement Date (or, if
the Borrower elects to make such Term Borrowing under Section 2.01(c) on a date after the Milestone Achievement Date, the date for
such Term Borrowing set forth on the Loan Notice for such Term Borrowing subject to the continued satisfaction of the conditions set
forth in Section 4.02) by wire transfer of same day funds in Dollars to the Special Controlled Account.
2.02 Prepayments.
(a) Optional. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay
Term Loans in whole or in part without premium or penalty; provided that such notice must be received by the Administrative Agent
not later than 11:00 a.m. three days prior to the date of prepayment. Each such notice shall specify the date and amount of such
prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such
Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the date specified therein. Each such prepayment shall be
paid to the Lenders in accordance with their respective Pro Rata Shares.
(b) Mandatory. (i) If any Loan Party Disposes of any property or assets permitted by Section 7.06 (other than Section 7.06(b)),
the Borrower shall prepay (x) an aggregate principal amount of Term Loans equal to the Credit Pro Rata Share of 100% of all Net
Cash Proceeds received therefrom and (y) an aggregate principal amount of Reimbursement Obligations equal to the Reimbursement
Pro Rata Share of 100% of all Net Cash Proceeds received therefrom, in each case, immediately upon receipt thereof by any Loan
Party.
(ii) Upon the issuance by any Loan Party of any of its capital stock or other Equity Interests to any Person other than
another Loan Party (or the receipt of any capital contribution by any Loan Party from any Person other than another Loan Party), the
Borrower shall prepay (x) an aggregate principal amount of Term Loans equal to the Credit Pro Rata Share of 100% of all Net Cash
Proceeds received therefrom and (y) an aggregate principal amount of Reimbursement Obligations equal to the Reimbursement Pro
Rata Share of 100% of all Net Cash Proceeds received therefrom, in each case, immediately upon receipt thereof by any Loan Party.
(iii) Upon the incurrence or issuance by any Loan Party of any Indebtedness (other than Indebtedness permitted to be
incurred underSection 7.03 of this Agreement) to any Person other than another Loan Party, the Borrower shall prepay (x) an
aggregate principal amount of Term Loans equal to the Credit Pro Rata Share of 100% of all Net Cash Proceeds received therefrom
and (y) an aggregate principal amount of Reimbursement Obligations equal to the Reimbursement Pro Rata Share of 100% of all Net
Cash Proceeds received therefrom, in each case, immediately upon receipt thereof by any Loan Party.
(iv) Upon any Extraordinary Receipt (including proceeds in respect of an Event of Loss) received by or paid to or for the
account of any Loan Party and not otherwise included in clause (i), (ii) or (iii) of thisSection 2.02(b), the Borrower shall prepay (x) an
aggregate principal amount of Term Loans equal to the Credit Pro Rata Share of 100% of all net cash proceeds received therefrom and
(y) an aggregate principal amount of Reimbursement Obligations equal to the Reimbursement Pro Rata Share of 100% of all net cash
proceeds received therefrom, in each case, immediately upon receipt thereof by any Loan Party.
(v) Simultaneously with any repayment of any Reimbursement Obligations (or any deposits into the Reimbursement
Obligation Collateral Account), except with respect to prepayments to the extent set forth inSubsections 2.02(b)(i) through 2.02(b)(iv),
the Borrower shall prepay an aggregate principal amount of the Term Loans equal to (x) the amount of such repayment of
Reimbursement Obligations multiplied by (y) the Lender Make Whole.
(c) Prepayments to Include Accrued Interest, Etc. All prepayments under this Section 2.02 shall be made together with accrued
and unpaid interest to the date of such prepayment on the principal amount so prepaid.
Notwithstanding the foregoing, prepayments made with respect to the Reimbursement Obligations pursuant to clauses (i) through
(iv), to the extent that such prepayments were made with respect to Reimbursement Obligations not yet due and owing, shall be held
by the Collateral Agent and deposited into the Reimbursement Obligation Collateral Account.
2.03 Repayment of Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders on the
Maturity Date the aggregate principal amount of all Term Loans outstanding on such date.
2.04 Interest.
(a) Interest Rate. Subject to the provisions of subsection (b) below, the Term Loans shall bear interest on the outstanding
principal amount thereof at a rate per annum equal to the Applicable Rate.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠