Frontier Airlines 2008 Annual Report Download - page 178

LOAN AGREEMENT
This LOAN AGREEMENT (“Agreement”) is entered into as of October 10, 2008, among MOKULELE FLIGHT SERVICE,
INC., a Hawaii corporation (the “Borrower”), each of the Subsidiaries of the Borrower from time to time party hereto (together with
any future direct and indirect Subsidiaries of the Borrower, the “Guarantors”), and REPUBLIC AIRWAYS HOLDINGS INC., a
Delaware corporation (the “Lender”).
PRELIMINARY STATEMENTS
WHEREAS, the Borrower desires that the Lender extend, and the Lender is willing to provide, a Term Loan on the Effective
Date in an aggregate principal amount not to exceed $8,000,000 on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the
parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
“Administrative Services Agreement” means a copy of the administrative services agreement dated as of October 8, 2008
attached hereto as Exhibit E.
“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person specified.
“Agreement” has the meaning specified in the preamble.
“Aircraft and Engine Mortgage” means any and/or all of the aircraft and engine mortgage and security agreements executed
and delivered pursuant to Section 4.01(a)(viii).
“Airframes” means any and/or all of the Cessna model 208B aircraft owned or leased by any Loan Party.
“Airline Services Agreement” means that certain Amended and Restated Airline Services Agreement dated October 8, 2008
between Borrower and Shuttle America Corporation, a copy of which is attached hereto as Exhibit D.
“Airline Services Agreement Obligations” means any payment obligations that are outstanding and owed to Republic by the
Borrower pursuant to the terms of the Airline Services Agreement.
“Applicable Rate” means a per annum rate equal to 10.00%.
“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external
counsel.
“Bank Control Agreements” means each deposit account control agreement, dated as of the Effective Date, among the
Borrower, the Lender and each respective financial institution as listed on Schedule 5.20 and each deposit account control agreement,
dated as of the Effective Date, among each Loan Party other than the Borrower, the Lender and each respective financial institution at
which such Loan Party maintains any deposit account.
“Bankruptcy Code” means Chapter 11 of 11 U.S.C. §§ 101 et seq. (as heretofore and hereafter amended).
“Borrower” has the meaning specified in the introductory paragraph hereto.
“Business Day” means any day other than a Saturday, Sunday or day on which banks in New York City, New York are
authorized or required by law to close.
“Cape Town Convention” means the official English language text of the Cape Town Convention on International Interests
in Mobile Equipment and the Cape Town Protocol to the Convention on International Interests in Mobile Equipment on Matters
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠