Frontier Airlines 2008 Annual Report Download - page 138

(f) Liens incurred or deposits made to secure the performance of tenders, bids, trade contracts, leases (real and personal) (other than
Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance and return of
money (but not borrowed money) bonds, reimbursement obligations and chargeback rights of Persons performing credit card
processing services for a Loan Party and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, restrictions, minor defects, encroachments or irregularities of title and other similar charges or
encumbrances affecting real property which do not materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person;
(h) Liens securing judgments and attachments not constituting an Event of Default under Section 8.01(g) or securing appeal or other
surety bonds related to such judgments;
(i) operating leases or subleases of real or personal property granted to others not interfering in any material respect with the
business of the Loan Parties, taken as a whole;
(j) Liens in favor of collecting or payor banks and credit card processors having a right of setoff, revocation, refund or chargeback
with respect to money or instruments of any Loan Party on deposit with or in possession of such bank; and
(k) Liens securing Indebtedness permitted under Section 7.03(c)(v).
7.02 Investments. Make or hold any Investments, except:
(a) Investments held by any Loan Party in the form of Cash Equivalents;
(b) equity Investments of the Borrower in any Guarantor and Investments of any Guarantor in the Borrower or in another Guarantor;
(c) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items
arising or acquired in the ordinary course of business and Investments received in settlement of amounts due to any Loan Party
effected in the ordinary course of business (including as a result of Dispositions not prohibited by Section 7.06);
(d) Guarantees permitted by Section 7.03;
(e) Investments (other than Cash Equivalents) existing on the Initial Closing Date and set forth on Schedule 5.13 hereof; and
(f) Investments consisting of intercompany debt permitted under Section 7.03.
7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:
(a) in the case of the Borrower, Indebtedness owed to a Guarantor; provided that any such Indebtedness (i) shall be subordinated to
the Obligations on terms satisfactory to the Administrative Agent and each Significant Lender, (ii) a Lien on all such Indebtedness
shall have been granted to Collateral Agent for the benefit of Lenders, and (iii) such Indebtedness shall be evidenced by a promissory
note or other instrument and such promissory note or instrument shall have been pledged and delivered to the Collateral Agent;
(b) in the case of any Loan Party (other than the Borrower), Indebtedness owed to the Borrower;
(c) in the case of the Loan Parties,
(i) Indebtedness under the Loan Documents;
(ii) Existing Indebtedness;
(iii) Indebtedness incurred after the Initial Closing Date consisting of Guarantees permitted by Section 7.04;
(iv) Indebtedness consisting of rent deferrals under aircraft leases;
(v) Indebtedness in respect of aircraft leases entered into with Republic and contemplated by the Business Plan;
(vi) Indebtedness incurred by any Loan Party to any TPG Entity in connection with the financing by such TPG Entity of payments
due by the Borrower under the Airline Service Agreement; provided that such Indebtedness is not secured by any Lien on the
Collateral; and
(vii) Indebtedness incurred in the ordinary course of business in connection with letters of credit or surety bonds required by Law or
third parties in connection with the Loan Parties’ operations.
7.04 Guarantees and Other Liabilities. Purchase or repurchase (or agree, contingently or otherwise, so to do) the Indebtedness of, or
assume, guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance of any
obligation or capability of so doing, or otherwise), endorse or otherwise become liable, directly or indirectly, in connection with the
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠