a107definitionsrelatingt






EXECUTION COPY    [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item  601(b)(10). Such excluded information is not material and would likely cause competitive harm to  the registrant if publicly disclosed.         APPENDIX A  ALLEGIANT AIR, LLC  PRE-DELIVERY PAYMENT FINANCING OF UP TO  20 BOEING 737 MAX AIRCRAFT    DEFINITIONS RELATING TO THE  PDP CREDIT AGREEMENT AND THE SECURITY AGREEMENT  “Act” has the meaning set forth in Section 13.2 of the Credit Agreement.  “Affiliate”, with respect to a specified Person, means any other Person directly or  indirectly controlling or controlled by or under direct or indirect common control with such  Person.  For the purposes of this definition, “control” when used with respect to any specified  Person, means the power to direct or cause the direction of the management and policies of such  Person, directly or indirectly, whether through the ownership of voting securities, by contract or  otherwise, and the terms “controlling” and “controlled” have meanings correlative to the  foregoing.  “AGTA” means the Aircraft General Terms Agreement No. WJE-AGTA, dated as of  December 31, 2021, between the Borrower and the Manufacturer.  “Aircraft” means the aircraft scheduled for delivery under the Purchase Agreement  specified on Schedule II to the Credit Agreement, but excluding each Aircraft released from the  Lien of the Security Agreement pursuant to Section 11.1(a) of the Security Agreement on or  prior to such date; [...***...].  “AML Laws” means all laws, rules, and regulations of the United States, [...***...] or  any jurisdiction applicable to the Borrower or the Guarantor from time to time concerning or  relating to anti-money laundering, any predicate crime to money laundering, or any financial  record keeping and reporting requirements related thereto.  “Anti-Corruption Laws” means all laws, rules, and regulations of the United States,  [...***...], or any jurisdiction applicable to the Borrower or the Guarantor from time to time  concerning or relating to anti-bribery or anti-corruption including, but not limited to, the U.S.  Foreign Corrupt Practices Act of 1977, as amended and [...***...], as amended.  “Applicable Jurisdiction” means any of [...***...].  “Applicable Margin” has the meaning set forth on Schedule I of the Credit Agreement,  [...***...].  “Assignment” has the meaning set forth in Section 8.1(d) of the Credit Agreement.  





 






    APPENDIX A  Page 2   “Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such  Benchmark (or component thereof) that is or may be used for determining the length of an  Interest Period pursuant to this Agreement or (y) otherwise, any payment period for interest  calculated with reference to such Benchmark (or component thereof) that is or may be used for  determining any frequency of making payments of interest calculated with reference to such  Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the  avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of  “Interest Period” pursuant to Section 2.16 of the Credit Agreement.  “AWV” has the meaning set forth in Section 13.5 of the Credit Agreement.  “Bail-In Action” means the exercise of any Write-Down and Conversion Powers.  “Bail-In Legislation” means:   (a) in relation to an EEA Member Country which has implemented, or which at any  time implements, Article 55 BRRD, the relevant implementing law or regulation as described in  the EU Bail-In Legislation Schedule from time to time;   (b) in relation to the United Kingdom, the UK Bail-In Legislation; and  (c) in relation to any state other than such an EEA Member Country and the United  Kingdom, any analogous law or regulation from time to time which requires contractual  recognition of any Write-down and Conversion Powers contained in that law or regulation.  “Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code  §§ 101 et seq.  “Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a  Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the  then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the  extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to  Section 2.16(a) of the Credit Agreement.  “Benchmark Replacement” means, with respect to any Benchmark Transition Event, the  sum of: (a) the alternate benchmark rate that has been selected by the Facility Agent and the  Borrower giving due consideration to (i) any selection or recommendation of a replacement  benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body  or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a  replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities  and (b) the related Benchmark Replacement Adjustment.  If the Benchmark Replacement as  determined above would be less than the Floor, the Benchmark Replacement will be deemed to be  the Floor for the purposes of the Credit Agreement and the other Operative Documents.  “Benchmark Replacement Adjustment” means, with respect to any replacement of the  then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or  method for calculating or determining such spread adjustment, (which may be a positive or  





 






    APPENDIX A  Page 3   negative value or zero) that has been selected by the Facility Agent and the Borrower giving due  consideration to (i) any selection or recommendation of a spread adjustment, or method for  calculating or determining such spread adjustment, for the replacement of such Benchmark with  the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii)  any evolving or then-prevailing market convention for determining a spread adjustment, or method  for calculating or determining such spread adjustment, for the replacement of such Benchmark  with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit  facilities at such time.  “Benchmark Replacement Date” means a date and time determined by the Facility  Agent, which date shall be no later than the earliest to occur of the following events with respect  to the then-current Benchmark:  (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,”  the later of (i) the date of the public statement or publication of information referenced therein and  (ii) the date on which the administrator of such Benchmark (or the published component used in  the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such  Benchmark (or such component thereof);  (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first  date on which all Available Tenors of such Benchmark (or the published component used in the  calculation thereof) have been determined and announced by the regulatory supervisor for the  administrator of such Benchmark (or such component thereof) to be non representative; provided  that such non-representativeness will be determined by reference to the most recent statement or  publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or  such component thereof) continues to be provided on such date.  For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred  in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable  event or events set forth therein with respect to all then-current Available Tenors of such  Benchmark (or the published component used in the calculation thereof).  “Benchmark Transition Event” means the occurrence of one or more of the following  events with respect to the then-current Benchmark:  (a) a public statement or publication of information by or on behalf of the administrator  of such Benchmark (or the published component used in the calculation thereof) announcing that  such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or  such component thereof), permanently or indefinitely, provided that, at the time of such statement  or publication, there is no successor administrator that will continue to provide any Available  Tenor of such Benchmark (or such component thereof);  (b) a public statement or publication of information by the regulatory supervisor for  the administrator of such Benchmark (or the published component used in the calculation thereof),  the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with  jurisdiction over the administrator for such Benchmark (or such component), a resolution authority  with jurisdiction over the administrator for such Benchmark (or such component) or a court or an  





 






    APPENDIX A  Page 4   entity with similar insolvency or resolution authority over the administrator for such Benchmark  (or such component), which states that the administrator of such Benchmark (or such component)  has ceased or will cease to provide all Available Tenors of such Benchmark (or such component  thereof) permanently or indefinitely, provided that, at the time of such statement or publication,  there is no successor administrator that will continue to provide any Available Tenor of such  Benchmark (or such component thereof); or  (c) a public statement or publication of information by the regulatory supervisor for  the administrator of such Benchmark (or the published component used in the calculation thereof)  announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or  as of a specified future date will not be, representative.  For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred  with respect to any Benchmark if a public statement or publication of information set forth above  has occurred with respect to each then-current Available Tenor of such Benchmark (or the  published component used in the calculation thereof).  “Benchmark Unavailability Period” means the period (if any) (x) beginning at the time  that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement  has replaced the then-current Benchmark for all purposes under the Credit Agreement and under  any Operative Document in accordance with Section 2.16 of the Credit Agreement and (y)  ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for  all purposes under the Credit Agreement and under any Operative Document in accordance with  Section 2.16 of the Credit Agreement.   “BFE” has the meaning set forth in the Manufacturer’s Consent.   “BFE List” has the meaning set forth in Section 3.3(a) of the Security Agreement.  “Borrower” means Allegiant Air, LLC, a limited liability company duly formed under  the laws of the State of Nevada, and, subject to the provisions of the Credit Agreement, its  successors and permitted assigns.  “Borrowing Notice” means a borrowing notice substantially in the form of Exhibit A to  the Credit Agreement that is completed as a Borrowing Notice.  “Borrowing Notice Date” means, with respect to any proposed Funding to be advanced  or Payment Date in a particular calendar month, the second Business Day of such month.  “Break Funding Loss” means, as of the date of determination thereof and as to any  Lender and its affected Loans, (x) the amount of any losses, costs and expenses incurred by such  Lender by reason of the circumstances contemplated by Section 2.9 of the Credit Agreement and  resulting from the redeployment of funds or deposits acquired by or funding arrangements put in  place by such Lender to fund or maintain, as the case may be, such Loans for the remainder of  the applicable Interest Period (or, in the case of a failure to borrow, for the period that would  have been the Interest Period for such Loans) in which such date of determination occurs or  (y) the amount of any costs and expenses paid by such Lender to such Lender’s counterparty or  fundings sources for funds or deposits acquired by such Lender or in respect of funding  





 






    APPENDIX A  Page 5   arrangements put in place by such Lender to fund or maintain, as the case may be, such Loans by  reason of the circumstances contemplated by Section 2.9 of the Credit Agreement and resulting  from the unwinding or liquidation of such funds for the remainder of the applicable Interest  Period (or, in the case of a failure to borrow, for the period that would have been the Interest  Period for such Loans) in which such date of determination occurs.  Without limiting the effect  of the preceding sentence, in the case of any prepayment or acceleration, such compensation  shall not exceed an amount equal to the excess, if any, of (i) the amount of interest which  otherwise would have accrued on the principal amount so prepaid or accelerated from the date of  such prepayment or acceleration to the last day of such Interest Period (the “Break Period”) in  excess of (ii) interpolated Term SOFR determined solely for the Break Period (as reasonably  determined by such Lender).  Each affected Lender shall provide a certificate to the Borrower  documenting its calculation of Break Funding Loss.  “Business Day” means (a) for all purposes in respect of the Applicable Rate, determining  Interest Periods, the due date of any payment on some or all of the Loans or any date for a  prepayment of some or all of the Loans (or any notice in respect of the foregoing), any day other  than a Saturday, Sunday or a day on which commercial banking institutions in Frankfurt,  Germany, Las Vegas, Nevada, New York, New York or the city and state in which the Corporate  Trust Department is located, are authorized or required by law, regulation or executive order to  be closed, and (b) for any other purpose under the Operative Documents, any day other than a  Saturday, Sunday or a day on which commercial banks are authorized or required by law,  regulation or executive order to be closed in Frankfurt, Germany, Las Vegas, Nevada, New  York, New York or the city and state in which the Corporate Trust Department is located;  provided that, when used in connection with SOFR, Term SOFR or Term SOFR Rate, the term  “Business Day” means “U.S. Government Securities Business Day”.  “Cape Town Convention” means the official English language text of the Convention of  International Interests in Mobile Equipment and the Protocol to the Convention on International  Interests in Mobile Equipment on Matters Specific to Aircraft Equipment which was signed in  Cape Town, South Africa on November 16, 2001.  “Certificated Air Carrier” means any United States air carrier that is a “citizen of the  United States” within the meaning of Section 40102(a)(15) of the Federal Aviation Act holding a  certificate of public convenience and necessity issued pursuant to 49 U.S.C. § 41102 and an air  carrier operating certificate issued pursuant to chapter 447 of title 49 of the United States Code  for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, and as  to which there is in force an air carrier operating certificate issued pursuant to Part 121 of the  FAA regulations, or which may operate as an air carrier by certification or otherwise under any  successor or substitute provisions therefor or in the absence thereof.  “Claims” means liabilities, obligations, losses, damages, penalties, claims, actions, suits,  and costs or expenses of any kind (whether or not on the basis of negligence, strict or absolute  liability or liability in tort).  “Closing” means the first Funding.  





 






    APPENDIX A  Page 6   “Closing Date” means the date on which the conditions precedent specified in Section  3.1 of the Credit Agreement have been satisfied and on which the first Funding shall occur as  specified in the initial Borrowing Notice following the Effective Date.  “Code” means the United States Internal Revenue Code of 1986, as amended.  “Collateral” has the meaning set forth in Article II of the Security Agreement.  “Commitment” means, in respect of each Lender, the amount set forth opposite the  name of such Lender on Schedule I of the Credit Agreement, as the same may be adjusted from  time to time pursuant to the terms hereof.  “Commitment Fee” has the meaning set forth in Section 2.15 of the Credit Agreement.  “Commitment Period” means the period commencing on (and including) the Effective  Date and ending on the earlier to occur of (a) 5:00 p.m. (New York time) on the Commitment  Termination Date, (b) the acceleration of the Loans (if any) and the termination of the  Commitments in accordance with the terms of the Credit Agreement and (c) the termination of  the Commitments as a whole pursuant to Section 2.1(h) of the Credit Agreement.  “Commitment Termination Date” means [...***...]; provided that if such day is not a  Funding Business Day, then such Commitment Termination Date shall be the immediately  succeeding Funding Business Day.  “Conforming Changes” means, with respect to either the use or administration of Term  SOFR or the use, administration, adoption or implementation of any Benchmark Replacement,  any technical, administrative or operational changes (including changes to the definition of  “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of  “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest  period”), timing and frequency of determining rates and making payments of interest, timing of  borrowing requests or prepayment, conversion or continuation notices, the applicability and  length of lookback periods, the applicability of Section 2.9 of the Credit Agreement and other  technical, administrative or operational matters) that the Facility Agent decides, in consultation  with Borrower, may be appropriate to reflect the adoption and implementation of any such rate  or to permit the use and administration thereof by the Facility Agent in a manner substantially  consistent with market practice and reasonably adherent to the terms of the Credit Agreement  (or, if the Facility Agent decides that adoption of any portion of such market practice is not  administratively feasible or if the Facility Agent determines that no market practice for the  administration of any such rate exists, in such other manner of administration as the Facility  Agent decides, in consultation with Borrower, is reasonably necessary in connection with the  administration of this Agreement and the other Operative Documents).  “Corporate Trust Department” means the Corporate Trust Department of the Security  Trustee.  “Corresponding Tenor” with respect to any Available Tenor means, as applicable,  either a tenor (including overnight) or an interest payment period having approximately the same  length (disregarding business day adjustment) as such Available Tenor.   





 






    APPENDIX A  Page 7   “Credit Agreement” means that certain PDP Credit Agreement, dated as of September  30, 2022, among the Borrower, the Lenders party thereto from time to time, the Facility Agent  and the Security Trustee, as amended, modified or supplemented in accordance with the  provisions thereof.  “Debt Rate” means (a) a rate per annum equal to Term SOFR for such Interest Period  plus the Applicable Margin or (b) if a Market Disruption Event is continuing, a rate determined  in accordance with Section 2.12 of the Credit Agreement.  “Defaulting Lender” means any Lender (i) which shall have failed to fund the full  amount of its Percentage Share of any Funding notwithstanding the satisfaction of the applicable  conditions precedent to such Funding (other than the conditions precedent within the control of  such Lender) and such failure continues for two Business Days or (ii) that has notified the  Borrower, the Security Trustee, the Facility Agent or any other Lender or has made a public  statement, in each case, verbally or in writing and has not rescinded such notice or publication, to  the effect, that it does not intend or expect to comply with any of its funding obligations (x)  under the Credit Agreement (unless such notification or public statement relates to such Lender’s  obligation to advance is Percentage Share of a Funding hereunder and states that such position is  based on such Lender’s determination that a condition precedent to funding (which condition,  together with any applicable default, shall be specifically identified in such writing or public  statement) cannot be satisfied) or (y) generally under other agreements in which it commits to  extend credit.  “Department of Transportation” means the U.S. Department of Transportation and any  agency or instrumentality of the U.S. Government succeeding to its functions.  “Dollars” and “$” mean the lawful currency of the United States.  “EEA Member Country” means any of the member states of the European Union,  Iceland, Liechtenstein, and Norway.  “Effective Date” means the date of the Credit Agreement.  “Eligible Aircraft” means, as of any date of determination, each Aircraft for which the  Manufacturer has received [...***...] on or prior to such date.  “Eligible PDP Amount” means, with respect to any Eligible Aircraft as of any date of  determination, (x) the aggregate amount of PDPs received by the Manufacturer on or prior to  such date with respect to such Eligible Aircraft minus (y) [...***...] determined in each case  after giving effect to any payment of PDPs by the Borrower prior to such date.  “Engine” means a CFM model LEAP 1B-23 engine (for a MAX 7 Aircraft) or a CFM  model LEAP 1B-27 engine (for a MAX 8200 Aircraft).  “Engine Manufacturer” means CFM International, Inc., a Delaware corporation, and its  successors and assigns.  





 






    APPENDIX A  Page 8   “Engine Manufacturer’s Consent” means the Engine Benefits Agreement, dated as of  the Effective Date, by the Engine Manufacturer.  [...***...]  “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.  “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule  published by the Loan Market Association (or any successor person), as in effect from time to  time.   “Event of Default” has the meaning set forth in Section 5.1 of the Security Agreement.  [...***...]   “FAA” means the U.S. Federal Aviation Administration and any agency or  instrumentality of the U.S. Government succeeding to its functions.  “Facility Agent” has the meaning set forth in the introductory paragraph of the Credit  Agreement.  “Facility Agent Fee” has the meaning set forth in Section 4.1(b) of the Credit  Agreement.  “FATCA” means Sections 1471 through 1474 of the Code as of the Effective Date (or  any amended or successor provisions that are substantively comparable and not materially more  onerous to comply with); any current or future regulations or official interpretations thereof; any  agreements entered into pursuant to Section 1471(b)(1) of the Code; and any fiscal or regulatory  legislation, rules or practices adopted pursuant to any such intergovernmental agreement, treaty  or convention among governmental authorities and implementing such Sections of the Code.  “Federal Funds Rate” means shall mean, for any day, the rate calculated by the Federal  Reserve Bank of New York based on such day’s federal funds transactions by depository  institutions (as determined in such manner as the Federal Reserve Bank of New York shall set  forth on its public website from time to time) and published on the next succeeding Business Day  by the Federal Reserve Bank of New York as the federal funds effective rate; provided, that, if  the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for  purposes of this Agreement.  “Fee Letter” means (i) the Fee Letter, dated as of the Effective Date, among the  Borrower and the Original Lenders and (ii) any other “fee letter” from time to time entered into  among any of the Borrower and the Lenders.  [...***...]   “Floor” means a rate of interest equal to 0%.  “Foreign Lender” means any Lender that is not a U.S. Person.  





 






    APPENDIX A  Page 9   “Funding” means each advance by the Lenders to the Borrower of a portion of the  Commitments; [...***...].  “Funding Business Day” means any day other than a Saturday, Sunday or a day on  which commercial banks are authorized or required by law, regulation or executive order to be  closed in New York, New York or Frankfurt am Main, Germany, and that is also a Business Day  for purposes of clause (a) of the definition thereof.  “Funding Costs” means, with respect to each Lender, the fees, costs and expenses of  such Lender incurred in connection with the initial Funding contemplated by the form of  Borrowing Notice attached to the Credit Agreement as Exhibit A.  “Funding Date” means each of (i) the Closing Date and (ii) each Payment Date during  the Commitment Period on which a Funding shall be advanced hereunder.  “General Terms Agreement” means the General Terms Agreement No. CFM-1- 1052273, dated December 31, 2021, between the Borrower and the Engine Manufacturer as  defined in the Engine Manufacturer’s Consent.  “Government” means the government of any of Canada, France, Germany, Japan, The  Netherlands, Sweden, Switzerland, the United Kingdom or the United States and any  instrumentality or agency thereof.  “Guarantee” means that certain guarantee agreement, dated as of the Effective Date, by  the Guarantor in favor of the Security Trustee, the Facility Agent and the Lenders.   “Guarantor” means Allegiant Travel Company, a corporation duly formed and existing  under the laws of Nevada, and its successors and permitted assigns.  “Illegality Change” has the meaning set forth in Section 2.11 of the Credit Agreement.  “Increase Effective Date” has the meaning set forth in Section 2.17(a) of the Credit  Agreement.   “Increased Cost” has the meaning set forth in Section 2.10(a) of the Credit Agreement.  “Indemnitee” has the meaning set forth in Section 6.2(b) of the Credit Agreement.  “Interest Period” means each period commencing on either the Closing Date or the final  day of the preceding Interest Period, as the case may be, and ending on (but excluding) the next  succeeding Payment Date.  “IRS” means the United States Internal Revenue Service.  “Lenders” means each Original Lender (but only for so long as it holds a Commitment  and/or is a registered holder of outstanding Loans) and any other Person that shall have become a  “Lender” in accordance with Section 2.3(e), 2.10(c) or 8.1(d) of the Credit Agreement (but only  for so long as it holds a Commitment and/or is a registered holder of outstanding Loans).  





 






    APPENDIX A  Page 10   “Lender Lien” means any Lien attributable to any Lender on or against the Collateral or  any portion thereof, arising out of any claim against such Lender that is not related to the  Operative Documents, or out of any act or omission of such Lender that is not related to the  transactions contemplated by or constitutes a breach by it of its obligations under the Operative  Documents.  “Lien” means any mortgage, pledge, lien, charge, encumbrance, lease, security interest or  other lien of any kind on property, including any “international interest” (as defined in the Cape  Town Convention).  “Loans” means the aggregate outstanding principal amount of the Fundings advanced by  the Lenders to the Borrower, and, with respect to each Aircraft, shall mean the aggregate  outstanding principal amount of the Fundings advanced by the Lenders to the Borrower with  respect to such Aircraft, which allocation may be adjusted from time to time [...***...].   References to a particular Lender’s Loans shall mean the portion of the outstanding Loans held  by such Lender and registered in its name.  “Majority in Interest of Lenders” means, as of any date of determination, (a) so long as  any Commitments have not been permanently terminated, the holders of more than 50% of the  sum of (i) the aggregate principal amount of the Loans then outstanding and (ii) the undrawn  Commitments and (b) after the permanent termination of all Commitments, the holders of more  than 50% of the aggregate principal amount of the Loans then outstanding.  The Loans and  Commitments of any Defaulting Lender shall be disregarded for purposes of any determination  of a Majority in Interest of Lenders.  “Manufacturer” means The Boeing Company, a Delaware corporation, and its  successors and assigns.  “Manufacturer Agreements” means the Purchase Agreement and the General Terms  Agreement.  “Manufacturer’s Consent” means the Boeing Consent to Collateral Assignment of  Purchase Agreement Rights, dated as of the Effective Date, among the Manufacturer, the  Borrower and the Security Trustee.  “Market Disruption Event” means (i) at or about noon on the quotation day for the  relevant Interest Period the SOFR Administrator’s Website is not available, or (ii) any Lender  advises the Facility Agent and the Borrower that Term SOFR will not adequately and fairly  reflect the cost to such Lender or Lenders of funding or maintaining the Loan for such Interest  Period, and certify that such inadequacy is the result of circumstances affecting the relevant  interbank market generally and is not directly and solely the result of circumstances unique to  such Lender or Lenders.  “Maturity Date” has the meaning set forth in Schedule I to the Credit Agreement.  “MAX 7 Aircraft” means each Aircraft specified in Schedule III to the Credit  Agreement as being a 737-7 aircraft.  





 






    APPENDIX A  Page 11   “MAX 8200 Aircraft” means each Aircraft specified in Schedule III to the Credit  Agreement as being a 737-8200 aircraft.  “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.  “Net Purchase Price” means, for each Aircraft (a) the  [...***...] but excluding (i) any  amount added to such price representing amounts incorporated into each Aircraft pursuant to  [...***...], and (ii) any increase in [...***...], less (b) any amount paid in respect of such  Aircraft under  Section 2.8(b)(y) of the Credit Agreement.  For the avoidance of doubt, the Net  Purchase Price is calculated [...***...].  “New Lender” has the meaning set forth in Section 2.17(a) of the Credit Agreement.   “Of Record” means, as relating to any Lien, a Lien as to which a filing has been made  with the applicable governmental authority and which is in effect in order to perfect such Lien.  “Operative Documents” means the Security Agreement, the Credit Agreement, the Fee  Letter, the Guarantee, the Engine Manufacturer’s Consent and the Manufacturer’s Consent.  “Original Lender” means each institution listed on Schedule I to the Credit Agreement  and identified as an Original Lender as of the Effective Date.  “Other Connection Taxes” has the meaning set forth in Section 2.3(b) of the Credit  Agreement.   “Other Taxes” means all present or future stamp, court or documentary, intangible,  recording, filing or similar Taxes that arise from any payment made under, from the execution,  delivery, performance, enforcement or registration of, from the receipt or perfection of a security  interest under, or otherwise with respect to, any Operative Document, except any such Taxes that  are Other Connection Taxes imposed with respect to an assignment.  “Partial Security Release” has the meaning set forth in Section 11.1(a) of the Security  Agreement.  “Participant Register” has the meaning set forth in Section 8.1(e) of the Credit  Agreement.  “Participation” has the meaning set forth in Section 8.1(d) of the Credit Agreement.  “Past Due Rate” means, as at any date of determination and for any period of  calculation, the lesser of (i) an interest rate per annum equal to the Debt Rate plus 2.0% and  (ii) the maximum rate permitted by applicable law.  “Payment Date” means the [...***...] day of each calendar month, commencing in  October 2022, up to and including the Maturity Date; provided that if any such day is not a  Funding Business Day, then such Payment Date shall be the immediately succeeding Funding  Business Day.  





 






    APPENDIX A  Page 12   “Payoff Date” means, with respect to any Aircraft as of any date of determination,  [...***...]; provided that if the scheduled delivery for such Aircraft falls [...***...].   “PDPs” means, in respect of any Aircraft, the pre-delivery payments required to be made  to the Manufacturer in respect of the purchase of such Aircraft under the Purchase Agreement.  “Percentage Share” means, for each Lender as at any time, the percentage obtained by  dividing such Lender’s Commitment by the Total Commitment, determined in each case as of  such time.  “Permitted Investments” means each of (a) direct obligations of the United States, and  agencies thereof; (b) obligations fully guaranteed by the United States; (c) certificates of deposit  issued by, or bankers’ acceptances of, or time deposits with, any bank, trust company or national  banking association incorporated or doing business under the laws of the United States or one of  the States thereof having combined capital and surplus and retained earnings of at least  $100,000,000 and having a rating of A, its equivalent or better by Moody’s or S&P (or if neither  such organization shall rate such institution at any time, by any nationally recognized rating  organization in the United States); (d) commercial paper of any holding company of a bank, trust  company or national banking association described in clause (c); (e) commercial paper of  companies having a rating assigned to such commercial paper by either Moody’s or S&P (or, if  neither such organization shall rate such commercial paper at any time, by any nationally  recognized rating organization in the United States) equal to either of the two highest ratings  assigned by such organization; (f) U.S. dollar-denominated certificates of deposit issued by, or  time deposits with, the European subsidiaries of (i) any bank, trust company or national banking  association described in clause (c), or (ii) any other bank described in clause (g) or (h) below;  (g) U.S.-issued Yankee certificates of deposit issued by, or bankers’ acceptances of, or  commercial paper issued by, any bank having combined capital and surplus and retained  earnings of at least $100,000,000 and headquartered in Canada, Japan, the United Kingdom,  France, Germany, Switzerland or The Netherlands and having a rating of A, its equivalent or  better by Moody’s or S&P (or, if neither such organization shall rate such institution at any time,  by any nationally recognized rating organization in the United States); (h) U.S. dollar- denominated time deposits with any Canadian bank having a combined capital and surplus and  retained earnings of at least $100,000,000 and having a rating of A, its equivalent or better by  Moody’s or S&P (or, if neither such organization shall rate such institution at any time, by any  nationally recognized rating organization in the United States); (i) Canadian Treasury Bills fully  hedged to U.S. dollars; (j) repurchase agreements with any financial institution having combined  capital and surplus and retained earnings of at least $100,000,000 collateralized by transfer of  possession of any of the obligations described in clauses (a) through (i) above; (k) bonds, notes  or other obligations of any state of the United States, or any political subdivision of any state, or  any agencies or other instrumentalities of any such state, including, but not limited to, industrial  development bonds, pollution control revenue bonds, public power bonds, housing bonds, other  revenue bonds or any general obligation bonds, provided that, at the time of their purchase, such  obligations are rated A or better by Moody’s or S&P (or, if neither such organization shall rate  such obligations at any time, by any nationally recognized rating organization in the United  States); (l) bonds or other debt instruments of any company, if such bonds or other debt  instruments, at the time of their purchase, are rated A or better by Moody’s or S&P (or, if neither  such organization shall rate such obligations at such time, by any nationally recognized rating  





 






    APPENDIX A  Page 13   organization in the United States); (m) mortgage backed securities (i) guaranteed by the Federal  National Mortgage Association, the Federal Home Loan Mortgage Corporation or the  Government National Mortgage Association or rated “AAA” or better by Moody’s or S&P (or, if  neither such organization shall rate such obligations at any time, by any nationally recognized  rating organization in the United States) or, if unrated, deemed to be of a comparable quality by  the Facility Agent (or a Majority in Interest of Lenders if there is no Facility Agent) and  (ii) having an average life not to exceed 15 years as determined by standard industry pricing  practices presently in effect; (n) asset backed securities rated A or better by Moody’s or S&P (or,  if neither such organization shall rate such obligations at any time, by any nationally recognized  rating organization in the United States) or, if unrated, deemed to be of a comparable quality by  the Facility Agent (or a Majority in Interest of Lenders if there is no Facility Agent); and (o) such  other investments approved in writing by the Facility Agent (or a Majority in Interest of Lenders  if there is no Facility Agent); provided that the instruments described in the foregoing clauses  shall be in U.S. Dollars and shall have a maturity of no more than three months from the date of  acquisition thereof.  “Permitted Liens” has the meaning set forth in Section 3.1 of the Security Agreement.  “Person” means an individual, partnership, corporation, business trust, joint stock  company, trust, unincorporated association, joint venture, governmental authority or other entity  of whatever nature.  “Purchase Agreement” has the meaning set forth in Section 2.1(a) of the Security  Agreement.  “Register” has the meaning set forth in Section 2.6 of the Credit Agreement.  “Regulatory Change” means the enactment, adoption or promulgation, after the  Effective Date (in the case of the Original Lenders) or the date a Lender acquires its  Commitments and/or Loans following the Effective Date as shall enable it to obtain  compensation pursuant to Section 2.10 to the extent the transferor Lender was entitled thereto at  the time of transfer, of any law or regulation by a United States Federal or state government or  by the government of the Lender’s jurisdiction of organization, or any change, after the Effective  Date (in the case of an Original Lender) or the date a Lender acquires its Commitments and/or  Loans after the  Effective Date (or such earlier date), in any such law or regulation, or in the  interpretation thereof by any governmental authority, central bank or comparable agency of the  United States or the Lender’s jurisdiction of organization charged with responsibility for the  administration or application thereof, that shall impose, modify or deem applicable (a) any  reserve (including, without limitation, any reserves arising from the imposition of reserves  pursuant to Regulation D of the Board of Governors of the Federal Reserve System (or any  successor), as the same may be modified and supplemented and in effect from time to time),  special deposit or similar requirement against extensions of credit or other assets of, or deposits  with or other liabilities of, such Lender including, or by reason of, its Loans or (b) any capital or  liquidity adequacy requirement requiring the maintenance by such Lender of additional capital or  liquidity in respect of its Loans.  For the avoidance of doubt, such Regulatory Change will not  include the implementation of directives promulgated by the Basel Committee on Banking  Supervision pursuant to the bank regulatory framework commonly known as Basel II, but will be  





 






    APPENDIX A  Page 14   deemed to include the implementation of the bank regulatory framework commonly known as  Basel III, the bank regulatory framework commonly known as Basel IV and the Dodd-Frank  Wall Street Reform and Consumer Protection Act (except to the extent that any specific laws or  regulations implementing portions of Basel III, Basel IV or the Dodd-Frank Wall Street Reform  and Consumer Protection Act are required as matter of law to be complied with by banks  generally in the applicable jurisdiction as of the Effective Date (or, in the case of a Lender that  acquires its Commitments or its Loans after the Effective Date, having the force of law as of the  date such Lender acquires its Commitments and/or Loans)).  “Related Indemnitee Group” has the meaning set forth in Section 6.2(b) of the Credit  Agreement.  “Relevant Governmental Body” means the Board of Governors of the Federal Reserve  System or the Federal Reserve Bank of New York, or a committee officially endorsed or  convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank  of New York, or any successor thereto.  “Relevant Lender” means a commercial bank or other financial institution regularly  engaged in the making of commercial loans that (A) is organized under the laws of an Applicable  Jurisdiction and (B) is entitled to a complete U.S. federal withholding Tax exemption for all  income derived by it from the transactions contemplated by the Operative Documents (I) under  an income tax treaty in effect between the United States and such Applicable Jurisdiction or  (II) in the case of a financial institution that is not a commercial bank described in Section  881(c)(3)(A) of the Code, under the “portfolio interest” exemption under Section 881(c) of the  Code (or, if the transferor Lender that transferred its interest or any portion thereof in its  Commitment or its Loan to such Person is not entitled to a complete exemption on such date  solely as a result of a Tax Law Change, (i) such Person would, but for a Tax Law Change after  the Effective Date, have been entitled on the date of such transfer to a complete exemption from  U.S. federal withholding Tax for all income derived by it from the transactions contemplated by  the Operative Documents under an income tax treaty, as in effect on the Effective Date, between  the United States and an Applicable Jurisdiction and (ii) other than in the case of a Person who  acquires its interest in a Commitment and/or Loan as a result of a transfer or change in a lending  office (a) required by this Credit Agreement or another Operative Document or (b) made at the  request of the Borrower, such Person is not on the date of such transfer entitled to amounts  pursuant to Section 2.3 of the Credit Agreement in excess of the amounts to which the transferor  Lender is entitled on such date).  “Released Aircraft” has the meaning set forth in Section 11.1(a) of the Security  Agreement.  “Responsible Officer” means, with respect to the Borrower, its Chairman of the Board,  its President, any Executive Vice President, any Senior Vice President, the Chief Financial  Officer, any Vice President, any Assistant Vice President, the Treasurer, the Secretary or any  other management employee (a) whose power to take the action in question has been authorized,  directly or indirectly, by the Board of Directors of the Borrower, (b) working under the  supervision of such Chairman of the Board, President, Executive Vice President, Senior Vice  President, Chief Financial Officer, Vice President, Assistant Vice President, Treasurer or  





 






    APPENDIX A  Page 15   Secretary and (c) whose responsibilities include the administration of the transactions and  agreements contemplated by the Credit Agreement and the Security Agreement.  “Resolution Authority” means any body which has authority to exercise any Write-down  and Conversion Powers.  “Restricted Lender” has the meaning set forth in Section 13.5 of the Credit Agreement.   [...***...]   [...***...]   “S&P” means Standard & Poor’s Financial Services, LLC, a subsidiary of the McGraw- Hill Companies, Inc. and any successor thereto.  “Sanctioned Country” means a country or territory which is, or whose government is,  the subject or target of any Sanctions broadly restricting or prohibiting dealings with such  country, territory or government.  “Sanctioned Person” means any Person with whom dealings are restricted or prohibited  under Sanctions, including (a) any Person listed in any Sanctions-related list of designated or  identified Persons maintained by the United States (including by the Office of Foreign Assets  Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S.  Department of Commerce), [...***...] or any jurisdiction applicable to the Borrower or the  Guarantor from time to time, (b) any Person located, organized or resident in, or any  Governmental Entity or governmental instrumentality of, a Sanctioned Country, or (c) any  [...***...] or more directly or indirectly owned by, controlled by, or acting for the benefit or on  behalf of, any Person described in clauses (a) or (b) hereof.  “Sanctions” means economic or financial sanctions, sectoral or secondary sanctions, or  trade embargoes or anti-terrorism laws, or restrictive measures enacted, imposed, administered or  enforced from time to time by the U.S. government, including those administered by the Office  of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State,  the U.S. Department of Commerce or through any existing or future Executive Order, [...***...]  or any jurisdiction applicable to the Borrower or the Guarantor from time to time.  “Scheduled Delivery Month” means, with respect to each Aircraft, the date listed under  the column with the heading “Original Scheduled Delivery Month” opposite such Aircraft in the  table set forth on Schedule II in the Credit Agreement; [...***...]  “Scheduled Repayment” has the meaning set forth in Section 2.2 of the Credit  Agreement.   “Securities Act” has the meaning set forth in Section 2.6 of the Credit Agreement.  “Secured Amounts” means, collectively, all amounts payable by the Borrower to any  Lender, the Facility Agent or the Security Trustee under the Credit Agreement and the Security  Agreement.  





 






    APPENDIX A  Page 16   “Secured Parties” means, collectively, the Security Trustee, the Lenders and the Facility  Agent.  “Security Agreement” means the Purchase Agreement Assignment and Security  Agreement, dated as of the Effective Date, between the Borrower and the Security Trustee,  including all annexes, schedules, exhibits, appendices and supplements thereto, all as amended,  modified or supplemented in accordance with the applicable provisions thereof.  “Security Trustee” has the meaning set forth in the introductory paragraph of the Credit  Agreement.  “Security Trustee Liens” means any Lien attributable to Bank of Utah or the Security  Trustee with respect to the Collateral (or any portion thereof) or any interest therein, arising as a  result of (i) Taxes or claims against Bank of Utah not related to its interest in, or the  administration of, the Collateral pursuant to the Security Agreement, (ii) acts of the Security  Trustee not permitted by, or failure of the Security Trustee to take any action required by, the  Operative Documents to the extent Bank of Utah would be subject to liability under Section 7.1  of the Security Agreement for such actions or inactions, (iii) acts of the Security Trustee not  permitted by, or failure of the Security Trustee to take any action required by, the Operative  Documents to the extent Bank of Utah would not be subject to liability under Section 7.1 of the  Security Agreement for such actions or inactions, (iv) claims against Bank of Utah relating to  Taxes based upon or measured by the fee received by Bank of Utah for acting as Security  Trustee, (v) claims against the Security Trustee relating to Taxes or Claims (other than as set  forth in subsection (ii)) or (vi) claims against the Security Trustee arising out of the transfer by  the Security Trustee of all or any portion of its interest in the Collateral (other than as set forth in  subsection (ii)).  “SOFR” means a rate equal to the secured overnight financing rate as administered by  the SOFR Administrator.  “SOFR Administrator” means the Federal Reserve Bank of New York (or a successor  administrator of the secured overnight financing rate).  [...***...]   “Successor” has the meaning set forth in Section 11.1(q) of the Credit Agreement.  “Tax” and “Taxes” means all present or future taxes, levies, imposts, duties, deductions,  withholdings (including backup withholding), assessments, fees or other charges imposed by any  governmental authority, including any interest, additions to tax or penalties applicable thereto.  “Tax Law Change” has the meaning set forth in Section 2.3(b) of the Credit Agreement.  [...***...]   “Term SOFR” means, for any calculation with respect to a Loan, the Term SOFR  Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the  “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities  





 






    APPENDIX A  Page 17   Business Days prior to the first day of such Interest Period, as such rate is published by the Term  SOFR Administrator; provided, however, that if as of 10:00 a.m. (New York City time) on any  Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable  tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement  Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be  the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on  the first preceding U.S. Government Securities Business Day for which such Term SOFR  Reference Rate for such tenor was published by the Term SOFR Administrator so long as such  first preceding U.S. Government Securities Business Day is not more than three (3) U.S.  Government Securities Business Days prior to such Periodic Term SOFR Determination Day;  provided, further, that if Term SOFR determined as provided above (including pursuant to the  proviso above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the  Floor.  “Term SOFR Administrator” means CME Group Benchmark Administration Limited  (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Facility  Agent in its reasonable discretion).  “Term SOFR Funding” means a Loan that bears interest at the applicable Term SOFR  Rate.  “Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.  “Term SOFR Rate” means, for the relevant Interest Period, the sum of (a) the Term  SOFR applicable to such Interest Period, plus (b) the Applicable Margin; provided that the Term  SOFR Rate before an Event of Default or the Maturity Date shall be expressed as an annual rate.  “Total Commitment” means, at any time, the sum of the Lenders’ Commitments at such  time (disregarding for purposes of this determination the Commitment of any Defaulting  Lender).  “Transfer Supplement” has the meaning set forth in Section 8.1(d) of the Credit  Agreement.  “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and the  rules and regulations promulgated thereunder.  “UCC” means the Uniform Commercial Code, as in effect in any applicable jurisdiction.  “UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any  other law or regulation applicable in the United Kingdom relating to the resolution of unsound or  failing banks, investment firms or other financial institutions or their affiliates (otherwise than  through liquidation, administration or other insolvency proceedings).  “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement  excluding the related Benchmark Replacement Adjustment.  “United States” and “U.S.” each means the United States of America.  





 






    APPENDIX A  Page 18   “U.S. Government Securities Business Day” means any day except for (a) a Saturday,  (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association  recommends that the fixed income departments of its members be closed for the entire day for  purposes of trading in United States government securities.  “U.S. Person” means any Person that is a “United States Person” as defined in Section  7701(a)(3) of the Code.   “U.S. Tax Compliance Certificate” has the meaning set forth in Section 2.3(d)(ii)(C).   “Write-down and Conversion Powers” means:  (a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation  Schedule from time to time, the powers described as such in relation to that Bail-In Legislation  in the EU Bail-In Legislation Schedule;  (b) in relation to the UK Bail-In Legislation, any powers under that UK Bail-In  Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm  or other financial institution or affiliate of a bank, investment firm or other financial institution,  to cancel, reduce, modify or change the form of a liability of such a person or any contract or  instrument under which that liability arises, to convert all or part of that liability into shares,  securities or obligations of that person or any other person, to provide that any such contract or  instrument is to have effect as if a right had been exercised under it or to suspend any obligation  in respect of that liability or any of the powers under that UK Bail-In Legislation that are related  to or ancillary to any of those powers; and  (c) in relation to any other applicable Bail-In Legislation:  (i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares  issued by a person that is a bank or investment firm or other financial institution or affiliate  of a bank, investment firm or other financial institution, to cancel, reduce, modify or  change the form of a liability of such a person or any contract or instrument under which  that liability arises, to convert all or part of that liability into shares, securities or  obligations of that person or any other person, to provide that any such contract or  instrument is to have effect as if a right had been exercised under it or to suspend any  obligation in respect of that liability or any of the powers under that Bail-In Legislation  that are related to or ancillary to any of those powers; and  (ii) any similar or analogous powers under that Bail-In Legislation.