Frontier Airlines 2008 Annual Report Download - page 146

(a) all equipment in all of its forms, including, without limitation, all machinery, tools, motor vehicles, vessels, aircraft, aircraft
engines, aircraft propellers, furniture and fixtures, and all parts thereof and all accessions thereto and all software related thereto,
including, without limitation, software that is embedded in and is part of the equipment (any and all such property being the
“Equipment”);
(b) all inventory in all of its forms, including, without limitation, (i) all raw materials, work in process, finished goods and
materials used or consumed in the manufacture, production, preparation or shipping thereof, (ii) goods in which such Loan Party has
an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Loan Party has
an interest or right as consignee) and (iii) goods that are returned to or repossessed or stopped in transit by such Loan Party), and all
accessions thereto and products thereof and documents therefore, and all software related thereto, including, without limitation,
software that is embedded in and is part of the inventory (any and all such property being the “Inventory”);
(c) all accounts (including, without limitation, health-care-insurance receivables), chattel paper (including, without limitation,
tangible chattel paper and electronic chattel paper), instruments (including, without limitation, promissory notes), deposit accounts,
letter-of-credit rights, general intangibles (including, without limitation, payment intangibles, the American Express Agreement and
the U.S. Bank Agreement) and other obligations of any kind, whether or not arising out of or in connection with the sale or lease of
goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all
supporting obligations and in and to all security agreements, mortgages, Liens, leases, letters of credit and other contracts securing or
otherwise relating to the foregoing property (any and all of such accounts, chattel paper, instruments, deposit accounts, letter-of-credit
rights, general intangibles and other obligations, to the extent not referred to in clause (d), (e) or (f) below, being the “Receivables”,
and any and all such supporting obligations, security agreements, mortgages, Liens, leases, letters of credit and other contracts to the
extent not referred to in clause (d), (e) or (f) below being the “Related Contracts”);
(d) the following (the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions,
return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect
thereto and all rights with respect to such Initial Pledged Equity, including all rights to vote such Initial Pledged Equity or exercise
rights under any partnership agreement, limited liability company agreement or similar agreement relating to Initial Pledged Equity;
(ii) the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and
other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial
Pledged Debt;
(iii) all additional shares of stock and other Equity Interests from time to time acquired by such Loan Party in any manner (such
shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any,
representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and
other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares
or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto, and all rights to vote
such Pledged Equity or exercise rights under any partnership agreement, limited liability company agreement or similar agreement
relating to Pledged Equity; provided that no Loan Party shall be required to pledge any Equity Interest in any Subsidiary that is a CFC
owned or otherwise held by such Loan Party which, when aggregated with all of the other shares of stock in such Subsidiary pledged
by any Loan Party, would result in more than 66% of the shares of stock in such Subsidiary entitled to vote (within the meaning of
Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the “Voting Foreign Stock ”) (on a fully diluted basis) being
pledged to the Collateral Agent, on behalf of the Secured Parties, under this Agreement (although all of the shares of stock in such
Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) (the
“Non-Voting Foreign Stock ”) shall be pledged by each of the Loan Parties that owns or otherwise holds any such Non-Voting
Foreign Stock therein); provided further that, if, as a result of any change in the tax laws of the United States of America after the date
of this Agreement, the pledge by such Loan Party of any additional shares of stock in any such Subsidiary to the Collateral Agent, on
behalf of the Secured Parties under this Agreement would not result in an increase in the aggregate net consolidated tax liabilities of
the Borrower and its Subsidiaries, then, promptly after the change in such laws, all such additional shares of stock shall be so pledged
under this Agreement;
(iv) all additional indebtedness from time to time owed to such Loan Party (such indebtedness, together with the Initial Pledged
Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and
other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such
indebtedness; and
(v) all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B)
security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Loan Party has
now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any,
representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, distributions, value,
cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for
any or all of such investment property and all subscription warrants, rights or options issued thereon or with respect thereto;
(e) the following (collectively, the “Account Collateral”):
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠