Frontier Airlines 2008 Annual Report Download - page 184

“Leis Letter” means the letter, in form satisfactory to the Lender, from Dorvin D. Leis to the Lender (x) representing to the
Lender that he has converted all of his outstanding loans to the Borrower into equity in the Borrower and (y) covenanting that he will
make an equity contribution to the Borrower during 2009 in the amount of [*].
“Lender” has the meaning specified in the introductory paragraph hereto.
“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),
charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever intended for
security (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to
real property, and any financing lease having substantially the same economic effect as any of the foregoing).
“Loan Documents” means, collectively, (a) this Agreement, (b) the Term Note, (c) the Collateral Documents and (d) the
Subordination Agreements.
“Loan Parties” means, collectively, the Borrower and each Guarantor.
“Material Adverse Effect” means (a) a material adverse effect upon the business, condition (financial or otherwise),
operations, performance, properties or prospects of the Loan Parties taken as a whole; (b) a material impairment of the rights and
remedies of the Lender under any Loan Document, or of the ability of any Loan Party to perform its obligations under any Loan
Document to which it is a party; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any
Loan Party of any Loan Document to which it is a party; or (d) a material impairment of the Collateral; provided that a termination of
the Mesa Code Share Agreement shall not be deemed a “Material Adverse Effect” for purposes of this Agreement.
“Maturity Date” means the earlier of (a) the two year anniversary of the Effective Date and (b) the acceleration of the
maturity of the Term Loan in accordance with Section 8.02.
“Mesa Code Share Agreement” means that certain Code Share Agreement dated as of February 9, 2007 between Mesa
Airlines, Inc. and Mokulele Air Group, Inc.
“Minimum Proceeds Amount” means with respect to any offering of Equity Interests by the Borrower, Net Cash Proceeds
greater than $100,000 for each .5% interest in the Borrower on a fully diluted basis (calculated immediately prior to such offering).
“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“Net Cash Proceeds” means with respect to the issuance of any capital stock or other Equity Interest by the Borrower, the
excess of (i) the cash received in connection with such issuance over (ii) the underwriting discounts and commissions, and other
out-of-pocket expenses, actually incurred by such Loan Party in connection with such issuance.
“NPL” means the National Priorities List under CERCLA.
*Confidential
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠