Frontier Airlines 2008 Annual Report Download - page 21

The initial term of the E145 code-share agreement is until May 31, 2016. At the end of the term, Delta has the right to extend
the agreement for an additional five years on the same terms and conditions. If either we or Chautauqua enter into a merger where we
are not the surviving entity or the ultimate beneficial ownership of the surviving entity following a merger is not substantially similar
(i.e., at least 75% common ownership) to the ultimate beneficial ownership of us or Chautauqua prior to the merger (which we refer to
as a merger), or if a party acquires more than 49% of our voting power or outstanding common stock or that of Chautauqua (with
limited exceptions) (which we refer to as a change in control), Delta shall have the right to extend the term of the code-share
agreement for an additional ten years beyond the applicable termination date of the agreement.
The agreement may be subject to early termination under various circumstances including:
• if either Delta or we file for bankruptcy, reorganization or similar action (or if any such action is imminent) or if either
Delta or we make an assignment for the benefit of creditors;
• if either Delta or we commit a material breach of the code-share agreement, subject to 30 days notice and cure rights; or
• upon the occurrence of an event of force majeure that continues for a period of two or more consecutive months,
subject to 30 days prior written notice to the party affected by the force majeure event.
In addition, Delta may immediately terminate the code-share agreement upon the occurrence of one or more of the
following events:
• if there is a change in control of us;
• if there is a merger involving us;
• if Delta is unsatisfied with the product quality we are providing 30 days after it has supplied us written notice of its
dissatisfaction and has proposed remedial measures;
• if we fail to maintain a specified completion rate with respect to the flights we operate for Delta during a specified period;
or
• if our level of safety is not reasonably satisfactory to Delta, subject to 30 days notice and cure rights.
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Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠