Frontier Airlines 2008 Annual Report Download - page 188

minimum amount of $1,000,000 and in increments of $500,000 thereafter, provided that the aggregate for such Term Borrowings and
all previous Term Borrowings shall not to exceed the Term Commitment Any amount borrowed under this Section 2.01(c)and
subsequently repaid or prepaid may not be reborrowed.
(d) Mechanics of a Term Borrowing after the Effective Date. Borrower shall provide the Lender with written notice no later no later
than 10:00 a.m. (New York City time) on the date that is at least two Business Days prior to the proposed date of such Term
Borrowing) under Section 2.01(c). The Lender shall make such Term Borrowing available to Borrower not later than 3:00 p.m. (New
York City time) on the date for such Term Borrowing set forth in such notice, subject to the continued satisfaction of the conditions
set forth in Section 4.02 by wire transfer of same day funds in Dollars to the Controlled Account designated by the Borrower in such
notice.
2.02 Repayment of Term Loan. The Borrower shall repay to the Lender on the Maturity Date the aggregate principal amount of the
Term Loan outstanding on such date.
2.03 Prepayments
The Borrower may not without prior written consent of the Lender, prepay the Term Loan in whole or in part; provided that, the
Borrower may prepay the Term Loan, in whole or in part (x) upon 20 days notice to the Lender (subject to the right of the Lender,
during such period, (I) to exercise its right under Section 2.08 with respect to the amount of the Term Loan proposed to be prepaid,
and (II) in the event such prepayment is to occur utilizing any Indebtedness referenced in clause (y)(ii) below, the Lender may elect to
reduce the interest rate on that portion of the Term Loan proposed to be so prepaid to the interest rate so offered, and to the extent of
such exercise or election by the Lender, as applicable, such prepayment may not occur) and (y) so long as the amount utilized for such
prepayment represents either (i) the Net Cash Proceeds of an issuance of additional Equity Interests pursuant to Section 7.17 or (ii)
Indebtedness that: (a) is at an interest rate at least 1% lower than the Applicable Rate; and(b) is owed to a Person who is not an
Affiliate of the Borrower.
2.04 Interest
(a) Interest Rate. Subject to the provisions of subsection (b) below, the Term Loan shall bear interest on the outstanding principal
amount thereof at a rate per annum equal to the Applicable Rate.
(b) Default Rate. Upon the occurrence and during the continuance of a Event of Default, the Borrower shall pay interest on (i) the
unpaid principal amount of the Term Loan owing to the Lender, payable in arrears on the dates referred to in clause (c) below and
on demand, at a rate per annum equal at all times to 2% per annum above the Applicable Rate and (ii) to the fullest extent permitted
by law, the amount of any interest, fee or other amount payable under the Loan Documents that is not paid when due, from the date
such amount shall be due until such amount shall be paid in full, payable on demand, at a rate per annum equal at all times to 2%
above the Applicable Rate.
(c) Payment Dates. Interest on the Term Loan shall be due and payable in arrears on each Interest Payment Date and, to the extent
provided in Section 2.04(b), on demand.
2.05 Computation of Interest. All computations of interest shall be made on the basis of a 365-day year and actual days elapsed.
2.06 Evidence of Indebtedness. The Term Loan shall be evidenced by one or more accounts or records maintained by the Lender in
the ordinary course of business. The accounts or records maintained by the Lender shall be conclusive absent manifest error of the
amount of the Term Loan made by the Lender to the Borrower and the interest and payments thereon. Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with
respect to the Obligations. Upon the request of the Lender, the Borrower shall execute and deliver to the Lender a Term Note, which
shall evidence the Lender’s Term Loan in addition to such accounts or records. The Lender may attach schedules to the Term Note
and endorse thereon the date, amount and maturity of the Term Loan and payments with respect thereto.
2.07 Payments Generally.
(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment
or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Lender, at
the account specified by the Lender in Dollars and in immediately available funds not later than 2:00 p.m. (New York City time) on
the dates specified herein. All payments received by the Lender after 2:00 p.m. (New York City time) shall be deemed received on
the next succeeding Business Day and any applicable interest shall continue to accrue.
(b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next
following Business Day, and such extension of time shall be reflected in computing interest.
2.08 Conversion Option
The Lender may at any time until the Maturity Date and in its sole discretion convert all or part (in increments of at least
$500,000) of the unpaid principal amount hereunder into such number of fully diluted shares (calculated immediately prior to giving
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠