Frontier Airlines 2008 Annual Report Download - page 141

(e) Cross-Default on Indebtedness and Swap Contracts. (i) Any event shall have occurred that permits any holder or holders (or a
trustee or agent on behalf of such holder or holders) of Indebtedness (other than Indebtedness hereunder and other than the
Indebtedness listed on Schedule 5.02) to demand the payment of such Indebtedness prior to its stated maturity, or cash collateral in
respect thereof; or (ii) with respect to any Indebtedness in an amount greater than $1,000,000, any Loan Party or any Subsidiary fails
to repay such Indebtedness, in full, at or prior to the scheduled maturity thereof; or (iii) there occurs under any Swap Contract an Early
Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which
the Borrower or any other Loan Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which the Borrower or any other Loan Party or any Subsidiary is an
Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by the Loan Party or such
Subsidiary as a result thereof is greater than $1,000,000; or
(f) Judgments. There is entered against any Loan Party or any Subsidiary (i) a final judgment or order for the payment of money
in an aggregate amount exceeding $1,000,000 (to the extent not covered by independent third-party insurance as to which the insurer
is rated at least “A” by A.M. Best Company, has been notified of such claim and does not dispute coverage), or (ii) any one or more
non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect and, in either case, there is a period of five (5) consecutive Business Days during which a stay of enforcement of such
judgment, by reason of a pending appeal or otherwise, is not in effect; or
(g) ERISA. An ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other
such ERISA Events, could reasonably be expected to result in liability of Parent and its ERISA Affiliates in an aggregate amount
exceeding $1,000,000; or
(h) Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any
reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be valid and
binding on or enforceable against any Loan Party intended to be a party to it; any Loan Party files a motion or other pleading seeking
to challenge the validity of any Loan Document or the applicability or enforceability of any Loan Document or which seeks to void,
avoid, limit, or otherwise adversely affect the security interest created by or in any Loan Document or any payment made pursuant
thereto; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any Loan Document; or
(i) Change of Control. There occurs any Change of Control; or
(j) Collateral Document. Any Collateral Document after delivery thereof (other than pursuant to the terms thereof) ceases to
create a valid and perfected lien on and security interest in the Collateral purported to be covered thereby having the priority
contemplated by the Loan Documents; or
(k) Material Adverse Effect. There occurs any event or circumstance that would give rise to a Material Adverse Effect since the
Amendment and Restatement Effective Date; or
(l) Change in Business. The Borrower and its Subsidiaries cease to operate their business as conducted on the date hereof or
cease to operate flights substantially in accordance with the flight schedule of the Borrower and its Subsidiaries as of the Initial
Closing Date (other than to the extent contemplated in the Airline Service Agreement); or
(m) Involuntary Proceedings. An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court
of competent jurisdiction seeking (i) relief in respect of Parent, the Borrower or any Subsidiary, or of a substantial part of the property
or assets of Parent, the Borrower or a Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended,
or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Parent, the Borrower or any Subsidiary or for a substantial part of the
property or assets of Parent, the Borrower or a Subsidiary or (iii) the winding-up or liquidation of Parent, the Borrower or any
Subsidiary; or
(n) Voluntary Proceedings. Parent, the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any
petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or
foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in (m) above, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for Parent, the Borrower or any Subsidiary or for a
substantial part of the property or assets of Parent, the Borrower or any Subsidiary, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi)
become unable, admit in writing its inability or fail generally to pay its debts as they become due (other than with respect to
Indebtedness described on Schedule 5.02); or
(o) Reimbursement Agreement Cross Default. Any “Event of Default” under the Reimbursement Agreement has occurred and is
continuing; or
(p) Cross Default on Airline Service Agreement. Any (i) default under the Airline Service Agreement which permits Republic to
terminate the Airline Service Agreement (pursuant to Section 8.02(c) or 5.03 of the Airline Service Agreement) or (ii) an Airline
Service Agreement Rejection Event has occurred and is continuing; or
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠