Frontier Airlines 2008 Annual Report Download - page 139

Indebtedness, stock or dividends of any Person, except (a) for any guaranty of Indebtedness or other obligations of the Borrower or
any Guarantor if the Borrower or such Guarantor could have incurred such Indebtedness or obligations under this Agreement, (b) by
endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (c) customary indemnities in favor
of officers, employees, directors, consultants, attorneys, accountants or other advisors, (d) guarantees of Obligations or Secured Credit
Obligations under the Loan Documents and the Reimbursement Agreement and (e) guarantees of Indebtedness permitted under
Section 7.03(c)(v).
7.05 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor
of any Person.
7.06 Dispositions. Make any Disposition of Collateral, except:
(a) Dispositions of unused, obsolete or worn out property and surplus aircraft, engines and parts related thereto, whether now
owned or hereafter acquired, in the ordinary course of business;
(b) Dispositions of inventory in the ordinary course of business (which, for the avoidance of doubt shall not include the assets set
forth on Schedule 7.06 or any Spare Parts related thereto);
(c) abandonment of Intellectual Property Collateral pursuant to Section 10.04;
(d) licensing and sublicensing of Intellectual Property Collateral consistent with the Borrower’s past practices in the ordinary
course of business;
(e) Dispositions of the assets set forth on Schedule 7.06 and any Spare Parts related thereto;
(f) So long as no Event of Default shall occur and be continuing, and (i) with respect to any replacements of Slots, subject to the
satisfaction of the terms and conditions of Section 6(d) of the Slot Security Agreement, and (ii) with respect to any trades (or similar
arrangements) with respect to Slots, subject to the satisfaction the terms and conditions of Section 6(b) of the Slot Security Agreement,
the Loan Parties may transfer Slots in exchange for other Slots (and no other consideration); provided, however, that any Disposition
pursuant to this Section 7.06 shall be for fair market value.
7.07 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, or issue or sell any Equity Interests or accept any capital contributions, except that, so long as no Default shall
have occurred and be continuing at the time of any action described below or would result therefrom:
(a) each Loan Party (other than the Borrower) may make Restricted Payments to any Loan Party which is its direct parent;
(b) each Loan Party may declare and make dividend payments or other distributions payable solely in the common stock or other
common Equity Interests of such Person;
(c) any Loan Party may issue Equity Interests, or make capital contributions, to another Loan Party and Parent may accept capital
contributions;
(d) Borrower may make Restricted Payments to Parent to enable Parent to pay taxes which are due; and
(e) Borrower may make Restricted Payments to Parent to enable Parent to make compensation and indemnification payments
owing to directors and officers of Parent.
7.08 Change in Nature of Business. Engage in any line of business different from those lines of business conducted by the
Borrower and its Subsidiaries on the Initial Closing Date.
7.09 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the
ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Loan Party as
would be obtainable by the Borrower or such Loan Party at the time in a comparable arm’s length transaction with a Person other than
an Affiliate, provided that the foregoing restriction shall not apply to (a) transactions between or among the Borrower and any of the
Guarantors or between and among any of the Guarantors; (b) reasonable and customary fees and compensation paid to, and indemnity
provided on behalf of, officers, directors or employees of any Loan Party; (c) any Restricted Payments not prohibited by Section 7.07;
(d) any payments or other distributions by a Subsidiary to its direct or indirect parent to enable such parent to pay its liabilities for
taxes attributable to such Subsidiary; and (e) the Loan Documents and the transactions contemplated thereby.
7.10 Use of Proceeds. Use the proceeds of any Term Loan, whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the
purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose.
7.11 Amendments of Organization Documents. Amend any of its Organization Documents.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠