Frontier Airlines 2008 Annual Report Download - page 199

any Guarantor if the Borrower or such Guarantor could have incurred such Indebtedness or obligations under this Agreement, (b) by
endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (c) customary indemnities in favor
of officers, employees, directors, consultants, attorneys, accountants or other advisors, and (d) guarantees of Obligations under the
Loan Documents.
7.05 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor
of any Person.
7.06 Dispositions. Make any Disposition of Collateral, except:
(a) Dispositions of unused, obsolete or worn out property and surplus aircraft, engines and parts related thereto, whether now owned
or hereafter acquired, in the ordinary course of business not to exceed $50,000 per year;
(b) Dispositions of inventory in the ordinary course of business (which, for the avoidance of doubt shall not include the assets set forth
on Schedule 7.06 or any Spare Parts related thereto);
provided, however, that any Disposition pursuant to this Section 7.06 shall be for fair market value.
7.07 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, or issue or sell any Equity Interests or accept any capital contributions (except as provided in Section 7.17),
except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result
therefrom, each Loan Party (other than the Borrower) may make Restricted Payments to any Loan Party which is its direct parent.
7.08 Change in Nature of Business. Except for a termination of the Mesa Code Share Agreement, engage in any line of business
different from those lines of business conducted by the Borrower and its Subsidiaries on the Effective Date.
7.09 Transactions with Affiliates. Enter into any transaction of any kind with any shareholder or Affiliate of the Borrower, whether or
not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Loan
Party as would be obtainable by the Borrower or such Loan Party at the time in a comparable arm’s length transaction with a Person
other than an Affiliate.
7.10 Use of Proceeds. Use the proceeds of any Term Loan, whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the
purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose.
7.11 Amendments of Organization Documents. Amend any of its Organization Documents.
7.12 Changes in Fiscal Year. Make any change in fiscal year.
7.13 Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity
thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness.
7.14 Partnerships, Etc. Become a general partner in any general or limited partnership or joint venture.
7.15 Speculative Transactions. Engage in any transaction involving any Swap Contract.
7.16 Formation of Subsidiaries. Organize or invest in any new Subsidiary.
7.17 Change in Capital Structure. Except for (a) any exchange or reapportionment of equity between William J. Boyer, Jr. and Dorvin
D. Leis and (b) any sale by William J. Boyer, Jr. of a portion of his Equity Interests in the Borrower to a third party as approved by the
Lender in its sole discretion (it being understood that both of the foregoing shall always be subject to Section 8.01(h)), make any
material change in its equity capital structure as in existence on the Effective Date or issue any new or additional Equity Interests;
provided that, subject to Section 2.03, the Borrower may issue additional Equity Interests so long as the Net Cash Proceeds from such
issuance are greater than the Minimum Proceeds Amount (except in the case of the equity contribution as provided by the Leis Letter,
which shall not be subject to receipt of the Minimum Proceeds Amount); provided further that, in the event that a proposed sale by
William J. Boyer, Jr. of a portion of his Equity Interests in the Borrower as described by subpart (b) of this Section 7.17 is for an
amount less than the Minimum Proceeds Amount, the Lender shall have a right of first refusal to purchase such Equity Interests.
7.18 Sales and Leasebacks. Enter into any arrangement with any Person providing for the leasing by any Loan Party of real or
personal property that has been or is to be sold or transferred by such Loan Party to such Person or to any other Person to whom funds
have been or are to be advanced by such Person on the security of such property or rental obligations of such Loan Party.
7.19 Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of
any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or
hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the
other Loan Documents and (b) any agreements governing any purchase money Liens or Capital Lease Obligations not prohibited
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠