Frontier Airlines 2008 Annual Report Download - page 181

(a) any permit or license issued by a Governmental Authority to any Loan Party or any agreement or property subject
to any agreement to which any Loan Party is a party, in each case, only to the extent and for so long as the terms of such permit,
license or agreement or any Laws applicable thereto, validly prohibit the creation by such Loan Party of a security interest in such
permit, license, agreement or property in favor of the Lender (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of
the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of
equity); and
(b) any Loan Party’s leasehold interest in any aircraft, airframe, engine or part to the extent that the applicable lease
validly prohibits the creation by such Loan Party of a security interest in such leasehold interest, and any aircraft, airframe, engine or
part subject to a Lien permitted under Section 7.01(b);
provided, however, that Excluded Assets shall not include any Proceeds (as defined in the UCC), substitutions or
replacements of any Excluded Assets referred to in clause (a) or (b) (unless such Proceeds, substitutions or replacements would
constitute Excluded Assets referred to in clause (a) or (b)).
“Existing Indebtedness” means the Indebtedness set forth on Schedule 7.03.
“FAA” means the Federal Aviation Administration.
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.
“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
“Guarantors” means, collectively, each of the existing and future direct and indirect Subsidiaries of the Borrower.
“Guaranty” has the meaning specified in Section 11.01.
“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the
economic effect of guaranteeing any Indebtedness payable or performable by another Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the
purpose of assuring the obligee in respect of such Indebtedness of the payment or performance of such Indebtedness, (iii) to maintain
working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary
obligor so as to enable the primary obligor to pay such Indebtedness, or (iv) entered into for the purpose of assuring in any other
manner the obligee in respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of any other Person,
whether or not such Indebtedness is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness
to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount
of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term
“Guarantee” as a verb has a corresponding meaning.
“Guaranteed Obligations” has the meaning specified in Section 11.01.
“Hangar Property” means that certain land area situated on the South Ramp at the Honolulu International Airport,
designated as Space No. 009-165 and subject to the Hangar Facilities Lease between the State of Hawaii, Department of
Transportation, as lessor, and the Borrower, as lessee, (State Lease No. DOT-A-06-0011) and any structures thereon.
“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls,
radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP:
(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes, loan agreements or other similar instruments;
(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and
commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(c) net obligations of such Person under any Swap Contract;
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠