Unassociated Document


    EXHIBIT
10.66

    CONFIDENTIAL TREATMENT

    REQUESTED PURSUANT TO RULE 24b-2

    Certain
portions of this exhibit, as indicated by "[*]", have been omitted, pursuant to
a request for confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934. The omitted materials have been filed separately with the
Securities and Exchange Commission.

     

    [EXECUTION COPY]

     

      
        

      

    

     

    $22,917,000

     

    CREDIT
AGREEMENT

     

    Dated
as of March 26, 2010

     

    among

     

    CHAUTAUQUA
AIRLINES, INC.,

    as
Borrower,

    


    REPUBLIC
AIRWAYS HOLDINGS INC.,

    as
Parent Guarantor,

    


    THE
SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME,

    as
Guarantors,

    


    [*],

    as
Original Lender,

    


    THE
LENDERS SIGNATORY HERETO FROM TIME TO TIME,

    as
Lenders,

    


    and

    


    [*],

    as
Administrative Agent

     

      
        


        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    Table of Contents

     

    
      
        
          
            
              
                
                  
                    
                      	 	 
      	
                              Page

                            
	 	 	 
	ARTICLE
      1 AMOUNT AND TERMS OF CREDIT	
                              1

                            
	 	
                              SECTION
      1.1.

                            	
                              Credit
      Facilities.

                            	
                              1

                            
	 	
                              SECTION
      1.2.

                            	
                              Prepayments.

                            	
                              2

                            
	 	
                              SECTION
      1.3.

                            	
                              Priority
      and Application of Payments.

                            	
                              5

                            
	 	
                              SECTION
      1.4.

                            	
                              Use
      of Proceeds.

                            	
                              5

                            
	 	
                              SECTION
      1.5.

                            	
                              Interest
      and Applicable Rate.

                            	
                              5

                            
	 	
                              SECTION
      1.6.

                            	
                              Fees.

                            	
                              6

                            
	 	
                              SECTION
      1.7.

                            	
                              Payments
      and Computations

                            	
                              6

                            
	 	
                              SECTION
      1.8.

                            	
                              Indemnity.

                            	
                              7

                            
	 	
                              SECTION
      1.9.

                            	
                              Access.

                            	
                              8

                            
	 	
                              SECTION
      1.10.

                            	
                              Taxes.

                            	
                              8

                            
	 	
                              SECTION
      1.11.

                            	
                              Capital
      Adequacy; Increased Costs; Illegality.

                            	
                              9

                            
	 	
                              SECTION
      1.12.

                            	
                              Funding
      Losses.

                            	
                              10

                            
	 	
                              SECTION
      1.13.

                            	
                              Market
      Disruption; Illegality.

                            	
                              10

                            
	 	
                              SECTION
      1.14.

                            	
                              Replacement
      of Lenders under Certain Circumstances.

                            	
                              11

                            
	 	 	 
	ARTICLE
      2 CONDITIONS PRECEDENT	
                              12

                            
	 	
                              SECTION
      2.1.

                            	
                              Initial
      Conditions.

                            	
                              12

                            
	 	
                              SECTION
      2.2.

                            	
                              General
      Conditions.

                            	
                              14

                            
	 	 	 
	ARTICLE
      3 REPRESENTATIONS AND WARRANTIES	
                              14

                            
	 	
                              SECTION
      3.1.

                            	
                              Corporate
      Existence; Compliance with Law.

                            	
                              15

                            
	 	
                              SECTION
      3.2.

                            	
                              Executive
      Offices, Collateral Locations, FEIN.

                            	
                              15

                            
	 	
                              SECTION
      3.3.

                            	
                              Corporate
      Power, Authorization, Enforceable Obligations.

                            	
                              15

                            
	 	
                              SECTION
      3.4.

                            	
                              Financial
      Statements and Initial Projections.

                            	
                              16

                            
	 	
                              SECTION
      3.5.

                            	
                              Material
      Adverse Effect; Burdensome Restrictions; Default.

                            	
                              16

                            
	 	
                              SECTION
      3.6.

                            	
                              Ownership
      of Property.

                            	
                              16

                            
	 	
                              SECTION
      3.7.

                            	
                              Labor
      Matters.

                            	
                              17

                            
	 	
                              SECTION
      3.8.

                            	
                              Ventures,
      Subsidiaries and Affiliates; Outstanding Stock and
      Indebtedness.

                            	
                              17

                            
	 	
                              SECTION
      3.9.

                            	
                              Government
      Regulation.

                            	
                              17

                            
	 	
                              SECTION
      3.10.

                            	
                              Margin
      Regulations.

                            	
                              17

                            
	 	
                              SECTION
      3.11.

                            	
                              Taxes.

                            	
                              18

                            
	 	
                              SECTION
      3.12.

                            	
                              ERISA.

                            	
                              18

                            
	 	
                              SECTION
      3.13.

                            	
                              No
      Litigation.

                            	
                              19

                            
	 	
                              SECTION
      3.14.

                            	
                              Intellectual
      Property.

                            	
                              19

                            
	 	
                              SECTION
      3.15.

                            	
                              Full
      Disclosure.

                            	
                              19

                            
	 	
                              SECTION
      3.16.

                            	
                              Environmental
      Matters.

                            	
                              20

                            
	 	
                              SECTION
      3.17.

                            	
                              Insurance.

                            	
                              20

                            
	 	
                              SECTION
      3.18.

                            	
                              Use
      of Proceeds.

                            	
                              21

                            
	 	
                              SECTION
      3.19.

                            	
                              Patriot
      Act.

                            	
                              21

                            
	 	
                              SECTION
      3.20.

                            	
                              Compliance
      With Industry Standards.

                            	
                              21

                            
	 	
                              SECTION
      3.21.

                            	
                              Collateral
      Documents.

                            	
                              21

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      SECTION
      3.22.

                                    	
                                      Certificated
      Air Carrier.

                                    	
                                      22

                                    
	 	
                                      SECTION
      3.23.

                                    	
                                      Slots
      and Gate Interests.

                                    	
                                      22

                                    
	 	 	 
	ARTICLE
      4 FINANCIAL STATEMENTS AND INFORMATION	
                                      22

                                    
	 	
                                      SECTION
      4.1.

                                    	
                                      Reports
      and Notices.

                                    	
                                      22

                                    
	 	
                                      SECTION
      4.2.

                                    	
                                      Communication
      with Accountants.

                                    	
                                      22

                                    
	 	 	 
	ARTICLE
      5 AFFIRMATIVE COVENANTS	
                                      23

                                    
	 	
                                      SECTION
      5.1.

                                    	
                                      Maintenance
      of Existence and Conduct of Business.

                                    	
                                      23

                                    
	 	
                                      SECTION
      5.2.

                                    	
                                      Payment
      of Taxes.

                                    	
                                      23

                                    
	 	
                                      SECTION
      5.3.

                                    	
                                      Books
      and Records.

                                    	
                                      24

                                    
	 	
                                      SECTION
      5.4.

                                    	
                                      Insurance.

                                    	
                                      24

                                    
	 	
                                      SECTION
      5.5.

                                    	
                                      Compliance
      with Laws.

                                    	
                                      24

                                    
	 	
                                      SECTION
      5.6.

                                    	
                                      Intellectual
      Property.

                                    	
                                      24

                                    
	 	
                                      SECTION
      5.7.

                                    	
                                      Environmental
      Matters.

                                    	
                                      25

                                    
	 	
                                      SECTION
      5.8.

                                    	
                                      Further
      Assurances.

                                    	
                                      25

                                    
	 	
                                      SECTION
      5.9.

                                    	
                                      Additional
      Collateral Documents.

                                    	
                                      25

                                    
	 	
                                      SECTION
      5.10.

                                    	
                                      Access.

                                    	
                                      26

                                    
	 	
                                      SECTION
      5.11.

                                    	
                                      Slot
      Utilization.

                                    	
                                      26

                                    
	 	
                                      SECTION
      5.12.

                                    	
                                      ERISA/Labor
      Matters.

                                    	
                                      26

                                    
	 	
                                      SECTION
      5.13.

                                    	
                                      Maintenance
      of Liens and Collateral.

                                    	
                                      28

                                    
	 	
                                      SECTION
      5.14.

                                    	
                                      Use
      of Proceeds.

                                    	
                                      28

                                    
	 	
                                      SECTION
      5.15.

                                    	
                                      Pari
      Passu.

                                    	
                                      28

                                    
	 	 	 
	ARTICLE
      6 NEGATIVE COVENANTS	
                                      28

                                    
	 	
                                      SECTION
      6.1.

                                    	
                                      Sale
      of Stock and Assets.

                                    	
                                      28

                                    
	 	
                                      SECTION
      6.2.

                                    	
                                      Mergers.

                                    	
                                      29

                                    
	 	
                                      SECTION
      6.3.

                                    	
                                      Restricted
      Payments.

                                    	
                                      30

                                    
	 	
                                      SECTION
      6.4.

                                    	
                                      Indebtedness.

                                    	
                                      30

                                    
	 	
                                      SECTION
      6.5.

                                    	
                                      Investments;
      Loan and Advances.

                                    	
                                      32

                                    
	 	
                                      SECTION
      6.6.

                                    	
                                      Liens.

                                    	
                                      33

                                    
	 	
                                      SECTION
      6.7.

                                    	
                                      Limitation
      on Negative Pledge Clauses.

                                    	
                                      34

                                    
	 	
                                      SECTION
      6.8.

                                    	
                                      Affiliate
      Transactions.

                                    	
                                      34

                                    
	 	
                                      SECTION
      6.9.

                                    	
                                      Capital
      Expenditures

                                    	
                                      34

                                    
	 	
                                      SECTION
      6.10.

                                    	
                                      Clauses
      Restricting Subsidiary Distributions.

                                    	
                                      35

                                    
	 	
                                      SECTION
      6.11.

                                    	
                                      Capital
      Structure and Business.

                                    	
                                      35

                                    
	 	
                                      SECTION
      6.12.

                                    	
                                      Change
      of Fiscal Year.

                                    	
                                      35

                                    
	 	
                                      SECTION
      6.13.

                                    	
                                      Financial
      Covenants.

                                    	
                                      35

                                    
	 	 	 
	ARTICLE
      7 TERM	
                                      35

                                    
	 	
                                      SECTION
      7.1.

                                    	
                                      Termination.

                                    	
                                      35

                                    
	 	
                                      SECTION
      7.2.

                                    	
                                      Survival
      of Obligations Upon Termination of Financing Arrangements.

                                    	
                                      36

                                    
	 	 	 
	ARTICLE
      8 EVENTS OF DEFAULT; RIGHTS AND REMEDIES	
                                      36

                                    
	 	
                                      SECTION
      8.1.

                                    	
                                      Events
      of Default.

                                    	
                                      36

                                    
	 	
                                      SECTION
      8.2.

                                    	
                                      Remedies.

                                    	
                                      38

                                    
	 	
                                      SECTION
      8.3.

                                    	
                                      Waivers
      by Borrower.

                                    	
                                      39

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    	ARTICLE
      9 ASSIGNMENT AND PARTICIPATIONS;  The ADMINISTRATIVE AGENT	
                            39

                          
	 	
                            SECTION
      9.1.

                          	
                            Assignment
      and Participations.

                          	
                            39

                          
	 	
                            SECTION
      9.2.

                          	
                            The
      Administrative Agent.

                          	
                            41

                          
	 	 	 
	ARTICLE
      10 SUCCESSORS AND ASSIGNS	
                            43

                          
	 	 	 
	ARTICLE
      11 MISCELLANEOUS	
                            44

                          
	 	
                            SECTION
      11.1.

                          	
                            Complete
      Agreement; Modification of Agreement.

                          	
                            44

                          
	 	
                            SECTION
      11.2.

                          	
                            Amendments
      and Waivers.

                          	
                            44

                          
	 	
                            SECTION
      11.3.

                          	
                            Fees
      and Expenses.

                          	
                            45

                          
	 	
                            SECTION
      11.4.

                          	
                            No
      Waiver.

                          	
                            46

                          
	 	
                            SECTION
      11.5.

                          	
                            Remedies.

                          	
                            47

                          
	 	
                            SECTION
      11.6.

                          	
                            Severability.

                          	
                            47

                          
	 	
                            SECTION
      11.7.

                          	
                            Adjustments;
      Set-off

                          	
                            47

                          
	 	
                            SECTION
      11.8.

                          	
                            Confidentiality.

                          	
                            48

                          
	 	
                            SECTION
      11.9.

                          	
                            GOVERNING
      LAW.

                          	
                            48

                          
	 	
                            SECTION
      11.10.

                          	
                            Notices.

                          	
                            49

                          
	 	
                            SECTION
      11.11.

                          	
                            Section
      Titles.

                          	
                            50

                          
	 	
                            SECTION
      11.12.

                          	
                            Counterparts.

                          	
                            50

                          
	 	
                            SECTION
      11.13.

                          	
                            WAIVER
      OF JURY TRIAL.

                          	
                            50

                          
	 	
                            SECTION
      11.14.

                          	
                            Press
      Releases and Related Matters.

                          	
                            51

                          
	 	
                            SECTION
      11.15.

                          	
                            Advice
      of Counsel.

                          	
                            51

                          
	 	
                            SECTION
      11.16.

                          	
                            No
      Strict Construction.

                          	
                            51

                          
	 	
                            SECTION
      11.17.

                          	
                            Patriot
      Act.

                          	
                            51

                          
	 	
                            SECTION
      11.18.

                          	
                            Conflict
      of Terms.

                          	
                            51

                          


                  

                

              

            

          

        

      

    

     

    ANNEXES

    


    
      
        	 	
                A

              	
                Definitions

              
	 	
                B

              	
                Financial
      Statements and Projections - Reporting

              
	 	
                C

              	
                Financial
      Covenants

              
	 	
                D

              	
                Notice
      Addresses

              
	 	
                E

              	
                Commitments

              


      

    

     

    SCHEDULES

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  3.1

                                	
                                  Loan
      Parties, Jurisdictions of Incorporation or Organization

                                
	 	
                                  3.2

                                	
                                  Executive
      Offices, Collateral Locations, FEIN

                                
	 	
                                  3.7

                                	
                                  Labor
      Matters

                                
	 	
                                  3.8

                                	
                                  Ventures,
      Subsidiaries and Affiliates; Outstanding Stock and
      Indebtedness

                                
	 	
                                  3.11

                                	
                                  Tax
      Liabilities

                                
	 	
                                  3.12(a)

                                	
                                  Pension
      Plans and Retiree Welfare Plans

                                
	 	
                                  3.13

                                	
                                  Litigation

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	 	
                              3.14

                            	
                              Intellectual
      Property

                            
	 	
                              3.16

                            	
                              Environmental
      Liabilities

                            
	 	
                              3.17

                            	
                              Insurance

                            
	 	
                              3.23

                            	
                              Slots

                            
	 	
                              6.4

                            	
                              Indebtedness

                            
	 	
                              6.5

                            	
                              Investments

                            
	 	
                              6.6

                            	
                              Liens

                            
	 	
                              6.7

                            	
                              Negative
      Pledge Clauses

                            
	 	
                              6.10

                            	
                              Subsidiary
      Distributions

                            


                    

                  

                

              

            

          

        

      

    

     

    EXHIBITS

    


    
      
        	 	
                A

              	
                Form
      of Opinion of Hughes Hubbard & Reed LLP

              
	 	
                B

              	
                Form
      of Guarantee and Collateral Agreement

              
	 	
                C

              	
                Form
      of Certificate re Non-Bank
Status

              


      

    

     

    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    This
CREDIT AGREEMENT (this “Agreement”), dated as of March
26, 2010, among Chautauqua Airlines, Inc., an Indiana corporation (“Chautauqua Airlines”, and in
its capacity as borrower, the “Borrower”), Republic Airways
Holdings Inc., a Delaware corporation (“Republic Holdings”, and in its
capacity as parent guarantor, the “Parent Guarantor”, and
together with any Subsidiary of the Borrower from time to time, the “Guarantors”), [*] as original
lender (the “Original
Lender”), administrative agent and collateral agent for the Lenders (as
defined below) (in such capacity, the “Administrative Agent”), and
the Lenders party hereto from time to time.

     

    RECITALS

     

    WHEREAS,
the Original Lender is willing to provide a $22,917,000 term loan facility (the
“Facility” or the “Financing”) to the Borrower
subject to and on the terms and conditions hereinafter set forth
herein;

     

    WHEREAS,
the transactions contemplated by this Agreement and the other Loan Documents are
referred to herein as the “Transactions”;
and

     

    WHEREAS,
capitalized terms used in this Agreement shall have the meanings ascribed to
them in Annex A and, for purposes of this Agreement and the other Loan
Documents, the rules of construction set forth in Annex A shall govern. All
Annexes, Schedules, Exhibits and other attachments (collectively, “Appendices”) hereto, or
expressly identified in this Agreement, are incorporated herein by reference,
and taken together with this Agreement, shall constitute but a single agreement.
These Recitals shall be construed as part of this Agreement.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
contained, and for other good and valuable consideration, the parties hereto
agree as follows:

     

    ARTICLE
1

     

    AMOUNT AND TERMS OF
CREDIT

     

    SECTION
1.1.        Credit
Facilities.

     

    (a) 
         Subject to the terms and conditions hereof,
the Original Lender agrees to make to the Borrower a term loan (the “Loan”) on the Closing Date in
a principal amount equal to $22,917,000. Upon request by any Lender, the Loan
shall be evidenced by a Note. Each Note shall represent the obligation of the
Borrower to pay an amount of the Loan equal to the applicable Lender’s Pro Rata
Share of the Loan, together with interest thereon as prescribed in Section 1.5.
The obligations of each Lender from time to time party hereto shall be several
and not joint.

     

    (b) 
         Subject to Section 1.2 below, the aggregate
outstanding principal balance of the Loan shall be due and payable in
immediately available funds in eleven (11) equal quarterly installments on the
dates set forth in the following table (or if such date is not a Business Day,
on the next preceding Business Day):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                	
                        Payment

                        Date

                      	 	
                        Amount

                        ($)

                      	 
	
                        April
      30, 2010

                      	 	 	2,083,363.63	 
	
                        July
      31, 2010

                      	 	 	2,083,363.63	 
	
                        October
      31, 2010

                      	 	 	2,083,363.63	 
	
                        January
      31, 2011

                      	 	 	2,083,363.63	 
	
                        April
      30, 2011

                      	 	 	2,083,363.63	 
	
                        July
      31, 2011

                      	 	 	2,083,363.63	 
	
                        October
      31, 2011

                      	 	 	2,083,363.63	 
	
                        January
      31, 2012

                      	 	 	2,083,363.63	 
	
                        April
      30, 2012

                      	 	 	2,083,363.63	 
	
                        July
      31, 2012

                      	 	 	2,083,363.63	 
	
                        October
      31, 2012

                      	 	
                        the
      remaining principal

                        balance
      of the Loan.

                      	 


              

            

          

        

      

    

     

    (c) 
         Each payment of principal with respect to the
Loan shall be paid to the Administrative Agent for the ratable benefit of each
Lender, ratably in proportion to each such Lender's respective Pro Rata Share.
No payment or prepayment with respect to the Loan may be
reborrowed.

     

    SECTION
1.2.        Prepayments.

     

    (a) 
         Voluntary
Prepayments.

     

    (i) 
          Borrower may at any time on at least [*]
Business Days’ prior written notice to the Administrative Agent, voluntarily
prepay the Loan; provided that (x) any such prepayment shall be in a minimum
amount of [*] (or, if less, the entire remaining amount of the Loan then
outstanding); (y) any such prepayment shall be applied pursuant to Section 1.3;
and (z) any such prepayment shall be accompanied by all accrued interest thereon
together with the Prepayment Fee, if any, payable upon such prepayment and any
additional amounts payable pursuant to Section 1.12. Each prepayment of the Loan
pursuant to this Section 1.2(a)(i) shall be paid to the Lenders in
accordance with their respective Pro Rata Shares.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (ii) 
          Notwithstanding anything to the contrary in
Section 1.2(a)(i) above and without limiting the Borrower’s obligations under
Section 1.10, in the event that the Borrower receives notice from any Lender of
any amounts that the Borrower is required to pay to such Lender pursuant to
Section 1.10(b)(iii), the Borrower and such Lender shall negotiate in good faith
in order to arrive at a mutually acceptable alternative means of restructuring
the Pro Rata Share of the Loan held by such Lender in order to mitigate,
minimize or eliminate such costs in the future.  In the event that the
Borrower and such Lender are not able to agree, within thirty [*] following the
date of the notice to the Borrower of amounts due under Section 1.10(b)(iii), on
an alternative means of restructuring the Pro Rata Share of the Loan held by
such Lender, then the Borrower shall have the right, exercisable upon not less
than [*] Business Days’ prior notice to the applicable Lender (with a copy to
the Administrative Agent), to (A) prepay in full (but not in part) the Pro Rata
Share of the Loan held by such Lender, together with accrued interest thereon
and any amounts due to such Lender pursuant to Section 1.10(b)(iii), or
otherwise under the Loan Documents or (B) replace such Lender pursuant to
Section 1.14.  Any prepayment by the Borrower pursuant to this Section
1.2(a)(ii)(A) shall be made by the Borrower directly to the account of the
applicable Lender, and except as expressly provided above in this Section
1.2(a)(ii), no prepayment by the Borrower pursuant to this Section 1.2(a)(ii)(A)
shall have any effect on the Borrower’s obligations with respect to the
remaining outstanding balance of the Loan to any of the other Lenders
hereunder.  For the avoidance of doubt, such prepayment shall not be
subject to the Prepayment Fee, and may be in an amount less than [*].  The
Loan, if prepaid, may not be reborrowed.

     

    (b) 
         Mandatory
Prepayments.

     

    (i) 
          (A) Within [*] Business Days after the
receipt by any Borrower Group Member of any Net Cash Proceeds from any Asset
Sale, such Borrower Group Member shall prepay, or cause to be prepaid, an
aggregate principal amount of the Loan equal to [*] of such Net Cash Proceeds
(determined after the mandatory prepayment of any Indebtedness permitted to be
secured by the disposed asset), together with accrued interest to such date on
the amount prepaid and any additional amounts payable pursuant to Section 1.12,
provided,
however, that (I) with respect to Asset Sales permitted pursuant to clauses
(iv), (viii) or (x) of Section 6.1(a) hereof (other than a sale in the aggregate
at such time or within any 12 month period of more than [*] of the Borrower’s
aircraft and engines), no Borrower Group Member shall be required to make a
prepayment of the Loan with any Net Cash Proceeds received from such Asset
Sales; and (II) with respect to Asset Sales permitted by Section 6.1(a)(i) or
6.1(a)(ii), no Borrower Group Member shall be required to make a prepayment of
the Loan with any Net Cash Proceeds received from such Asset Sales in any Fiscal
Year unless and until the gross proceeds from such Asset Sales in such Fiscal
Year, in the aggregate, exceed [*]; and provided further that no such
prepayment shall be required pursuant to this Section 1.2(b)(i)(A) with
respect to such portion of such Net Cash Proceeds that the applicable Borrower
Group Member shall have, on or prior to such required prepayment date, given
written notice to the Administrative Agent of its intent to reinvest in
accordance with Section 1.2(b)(i)(B) (which notice may only be provided if
no Event of Default has occurred and is then continuing).

     

    
      
        
        

      

      
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    (B) With
respect to any Net Cash Proceeds realized or received by any Borrower Group
Member with respect to any Asset Sale (other than any Asset Sale specifically
excluded from the application of Section 1.2(b)(i)(A)) or any Property Loss
Event (other than any Property Loss Event specifically excluded from the
application of Section 1.2(b)(iii)), such Borrower Group Member may at its
option reinvest all or any portion of such Net Cash Proceeds in assets useful
for its business within twelve (12) months following receipt of such Net Cash
Proceeds; provided that (i) so
long as a Event of Default shall have occurred and be continuing, the applicable
Borrower Group Member shall not be permitted to make any such reinvestments and
(ii) if any Net Cash Proceeds are no longer intended to be or cannot be so
reinvested at any time after delivery of a notice of reinvestment election, an
amount equal to any such Net Cash Proceeds shall be applied to the prepayment of
the Loan as set forth in Section 1.2(b)(i)(A) or Section 1.2(b)(iii), as
applicable, within [*] Business Days after the applicable Borrower Group Member
reasonably determines that such Net Cash Proceeds are no longer intended to be
or cannot be so reinvested.

     

    (ii) 
          If any Borrower Group Member incurs or issues
any Indebtedness not expressly permitted to be incurred or issued pursuant to
Section 6.4, such Borrower Group Member shall cause to be prepaid or
cancelled an aggregate principal amount of the Loan equal to [*] of all Net Cash
Proceeds received, together with accrued interest to such date on the amount
prepaid and any additional amounts payable pursuant to Section 1.12, therefrom
on or prior to the date that is [*] Business Days after the receipt of such Net
Cash Proceeds.

     

    (iii) 
         Within [*] Business Days after the receipt by
any Borrower Group Member of any Net Cash Proceeds from any Property Loss Event,
such Borrower Group Member shall prepay an aggregate principal amount of the
Loan equal to [*] of such Net Cash Proceeds (determined after the mandatory
prepayment of any Indebtedness permitted to be secured by the asset subject to
such Property Loss Event), together with accrued interest to such date on the
amount prepaid and any additional amounts payable pursuant to Section 1.12;
provided,
however, that no such prepayment shall be required pursuant to this
Section 1.2(b)(iii) (A) with respect to such portion of such Net Cash Proceeds
that the applicable Borrower Group Member shall have, on or prior to such
required prepayment date, given written notice to the Administrative Agent of
its intent to reinvest in accordance with Section 1.2(b)(i)(B) (which notice may
only be provided if no Event of Default has occurred and is then continuing) or
(B) if the property subject to such Property Loss Event is of the type described
in clause (iv), (viii) or (x) of Section 6.1(a) hereof.

     

    
      
        
        

      

      
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    (iv) 
        If the Adjusted Appraised Value of the Collateral
determined on a semi-annual basis pursuant to any Appraised Value Report
delivered under paragraph (h) of Annex B is less than [*] (including the
Adjusted Appraised Value of additional assets acceptable to the Administrative
Agent and in which a perfected first priority security interest shall have been
granted in favor of the Administrative Agent (and subject to compliance, to the
extent applicable, with Section 5.9(a), (b) and (c) of the Guarantee and
Collateral Agreement)) of the outstanding principal amount of the Loan, then the
Borrower shall prepay the Loan within [*] Business Days after the delivery of
such Appraised Value Report by an amount, together with accrued interest to such
date on the amount prepaid and any additional amounts payable pursuant to
Section 1.12, such that the Adjusted Appraised Value of the Collateral
(including such additional assets) is not less than [*] of the outstanding
principal amount of the Loan (it being understood and agreed that a perfected
first priority security interest in such additional assets may be granted in
favor of the Administrative Agent after the date of delivery of such Appraised
Value Report and on or before such required prepayment date).

     

    (c) 
         No Implied Consent.
Nothing in this Section 1.2 shall be construed to constitute the Administrative
Agent’s or any Lender’s consent to any transaction that is not permitted by
other provisions of this Agreement or the other Loan Documents.

     

    SECTION
1.3.        Priority and Application of
Payments.

     

    Each Loan
Party hereby irrevocably waives the right to direct the application of any and
all payments received from it or on its behalf, and the Loan Parties and the
Lenders hereby irrevocably agree that the Administrative Agent shall have the
continuing exclusive right to apply any and all such payments against the
Obligations as follows: first, to Fees and reimbursable expenses of the
Administrative Agent then due and payable pursuant to any of the Loan Documents;
second, to interest (including any interest payable at the Default Rate pursuant
to Section 1.5(b)) then due and payable on the Loan; third, to prepay the
remaining principal amount of the Loan, until the Loan shall have been paid in
full; and fourth, to all other Obligations then due and payable to the Lenders.
Partial prepayments of the Loan shall be applied in inverse order of maturity.
All payments and prepayments shall be applied ratably to the portion thereof
held by each Lender as determined by its Pro Rata Share.

     

    SECTION
1.4.        Use of
Proceeds.

     

    The
Borrower shall utilize the proceeds of the Loan for its general working capital
requirements.

     

    SECTION
1.5.        Interest and Applicable
Rate.

     

    (a) 
         Subject to the provisions of
Section 1.5(b) below, the Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
LIBOR for such Interest Period plus the Applicable Rate. The obligation of the
Borrower to pay interest shall be automatically evidenced by this Agreement or,
if applicable, any Note issued pursuant to this Agreement.

     

    
      
        
        

      

      
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    (b) 
         Any Obligations not paid when due shall bear
interest, payable on demand, at the interest rate otherwise applicable to the
Loan (including the Applicable Rate) plus [*] per annum (the “Default Rate”).

     

    (c) 
         Interest on the Loan shall be due and payable
in arrears on each Interest Payment Date applicable thereto and at such other
times as may be specified herein.  Interest hereunder shall be due and
payable in accordance with the terms hereof before and after judgment, and
before and after the commencement of any proceeding under any Debtor Relief
Law.

     

    (d) 
         All computations of interest shall be made by
the Administrative Agent on the basis of a 360 day year, in each case for the
actual number of days occurring in the period for which such interest is
payable.

     

    SECTION
1.6.        Fees.

     

    (a) 
         The Borrower shall pay to the Original Lender
on the Closing Date a non-refundable upfront arrangement fee (the “Arrangement Fee”) equal [*] of
the Loan drawdown on the Closing Date.

     

    (b) 
         The Borrower shall pay to the Administrative
Agent for its own account on the Closing Date and on each anniversary thereof
until the Loan is repaid in full a non-refundable administration fee (the “Administration Fee”) equal to
[*] per annum.

     

    (c) 
         In the event that any Lender under the
Facility is a Person other than the Original Lender or an Affiliate of the
Original Lender, the Borrower shall pay to the Administrative Agent for the
account of the Lenders a prepayment fee (a “Prepayment Fee”) equal to [*]
of any principal amount prepaid pursuant to Sections 1.2(a)(i), 1.2(b)(ii) and
1.2(b)(iv) hereof, contemporaneously with any such prepayment.

     

    SECTION
1.7.        Payments and
Computations.

     

    The
Borrower shall make each payment hereunder and under the Notes not later than
12:30 p.m. (New York City time) on the day when due in Dollars to the
Administrative Agent’s Account in immediately available funds, without set-off
or counterclaim.  Any amounts received after such time, for so long as the
Administrative Agent is the Original Lender, will be deemed to have been
received, or, if the Administrative Agent is a Person other than the Original
Lender, may be deemed to have been received in the discretion of the
Administrative Agent on the next succeeding Business Day for the purpose of
calculating interest thereon.  The Administrative Agent will promptly
thereafter but in no event later than 2:00 p.m. (New York City time) on the date
such funds are received by the Administrative Agent from the Borrower cause to
be distributed like funds to the Lenders, in each case to be applied in
accordance with the terms of this Agreement.  If the payment by the
Borrower is received by the Administrative Agent after 12:30 p.m., New York City
time, at the place of payment, the Administrative Agent shall make payment
promptly, but not later than 2:00 p.m. New York City time on the next succeeding
Business Day.  Upon its acceptance of any Assignment and recording of the
information contained therein in the Register pursuant to Section 9.1, from and
after the effective date specified in such Assignment, the Administrative Agent
shall make all payments hereunder and under the Notes in respect of the interest
assigned thereby to the Lender assignee thereunder.

     

    
      
        
        

      

      
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    SECTION
1.8.        Indemnity.

     

    Each Loan
Party hereby agrees to indemnify and hold harmless the Administrative Agent, the
Lenders and their respective Affiliates (including, without limitation,
controlling persons) and the directors, officers, employees, advisors and agents
of the foregoing (each, an “Indemnified Person”) from and
against any and all losses, claims, costs, expenses, damages or liabilities (or
investigations, suits, actions or other proceedings commenced or threatened in
respect thereof) that arise out of or in connection with any aspect of the Loan
Documents, the Financing or any of the Transactions or the providing of the Loan
(or the actual or proposed use of the proceeds thereof), and to reimburse each
Indemnified Person promptly upon its written demand for any reasonable legal or
other expenses incurred in connection with investigating, preparing to defend or
defending against, or participating in, any such investigation, loss, claim,
cost, expense, damage, liability or action or other proceeding; provided that any
such obligation to indemnify, hold harmless and reimburse an Indemnified Person
shall not be applicable (i) for any amount paid in settlement of claims without
the applicable Loan Party’s written consent or (ii) to the extent determined by
a final, non-appealable judgment of a court of competent jurisdiction to have
resulted from the gross negligence, willful misconduct of, or breach of any Loan
Document by, any Indemnified Person.  In the case of an investigation,
action or proceeding to which the indemnity in this paragraph applies, such
indemnity and reimbursement obligations shall be effective whether or not such
investigation, action or proceeding is brought by any Loan Party, its equity
holders or creditors or an Indemnified Person, whether or not an Indemnified
Person is otherwise a party thereto and whether or not any aspect of the
Transactions is consummated.  Each Loan Party also agrees that no
Indemnified Person shall have any liability (whether direct or indirect, in
contract, tort, equity or otherwise) to such Loan Party or its Subsidiaries or
Affiliates or creditors arising out of, related to or in connection with any
aspect of the Financing or any of the Transactions, except to the extent of
direct (as opposed to special, indirect, consequential or punitive) damages
determined in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Person’s  gross
negligence, willful misconduct or breach of any Loan Document. 
Notwithstanding any other provision of any Loan Document, no Indemnified Person
shall be liable for any damages arising from the use by others of information or
other materials obtained through electronic telecommunications or other
information transmission systems, other than for direct or actual damages
resulting from such Indemnified Person’s gross negligence, willful misconduct or
breach of its obligations under any Loan Document as determined by a final and
non-appealable judgment of a court of competent jurisdiction.  No Loan
Party shall, without the prior written consent of any Indemnified Person, effect
any settlement of any pending or threatened proceeding in respect of which such
Indemnified Person is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Person, unless such settlement (i) includes
an unconditional release of such Indemnified Person from all liability or claims
that are the subject matter of such proceeding and (ii) does not include a
statement as to or an admission of fault, culpability, or a failure to act by or
on behalf of such Indemnified Person.  Promptly after receipt by an
Indemnified Person of actual notice of a claim for which indemnification is
being sought hereunder, such Indemnified Person will notify the applicable Loan
Party in writing of such claim.  Failure to so notify the applicable Loan
Party will not relieve the applicable Loan Party of liability which it may have
to any Indemnified Person hereunder unless, and only to the extent that, the
applicable Loan Party’s defense of such claim is materially prejudiced by such
failure. Any Loan Party shall be entitled to assume defense of any Indemnified
Persons in connection with any such claim if such Loan Party has acknowledged in
writing that it will indemnify such Indemnified Persons for such claim,
including the employment of counsel reasonably satisfactory to the relevant
Indemnified Persons, and the payment of the fees and disbursements of such
counsel. Notwithstanding the applicable Loan Party’s decision to assume the
defense of any such claim, the Indemnified Persons shall have the right to
employ separate counsel and to participate in the defense of such claim. Such
counsel shall be at the expense of any such Indemnified Person, unless (i) the
use of counsel chosen by the applicable Loan Party to represent such Indemnified
Person would present such counsel with a conflict of interest, or (ii) the
applicable Loan Party fails to assume the defense of the claim or to employ
counsel reasonably satisfactory to such Indemnified Person, in each case in a
timely manner. In any such event, then the Indemnified Persons may employ
separate counsel at the applicable Loan Party’s expense to represent or defend
it with respect to such claim or group of related claims.  In no event
shall the applicable Loan Party be liable for the fees and expenses of more than
one separate firm of attorneys for all Indemnified Persons in connection with
any claim or group of related claims, plus one firm of local counsel in each
jurisdiction in which any such claim is being litigated.

     

    
      
        
        

      

      
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    SECTION
1.9.        Access.

     

    The
Borrower shall, during normal business hours, from time to time upon [*]
Business Days’ prior notice to the Borrower as frequently as the Administrative
Agent reasonably determines to be appropriate, at the Borrower’s sole cost and
expense: (i) provide the Administrative Agent and any of its officers, employees
and agents access to its officers and employees, and with prior notice and the
opportunity to be present, advisors of the Borrower, (ii) permit the
Administrative Agent, and any of its officers, employees and agents, to inspect,
audit and make extracts from the Borrower’s Books and Records (subject to
requirements under applicable Laws and under any confidentiality agreements, if
applicable) and (iii) permit the Administrative Agent, and any of its officers,
employees and agents, to have access to properties, facilities and to the
Collateral and to inspect, audit, review, evaluate, conduct field examinations
and make test verifications of the Collateral; provided, that (x) so
long as no Event of Default has occurred and is continuing, such access and
inspections referred to in clauses (i) through (iii) above shall not be
permitted more frequently than twice in any Fiscal Year and (y) during the
existence of any Event of Default, the Administrative Agent shall have all
rights of access described above at any time and without having to give any
notice to any Person. The Borrower shall make available to the Administrative
Agent and its counsel reasonably promptly originals or copies of all Books and
Records (subject to requirements under applicable Laws and under any
confidentiality agreements, if applicable) of the Borrower that the
Administrative Agent may reasonably request. The Borrower shall deliver any
document or instrument necessary for the Administrative Agent, as it may from
time to time reasonably request, to obtain records from any service bureau or
other Person that maintains records for the Borrower and shall maintain
supporting documentation on media, including computer tapes and discs owned by
the Borrower.

     

    SECTION
1.10.      [*]

     

    
      
        
        

      

      
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    SECTION
1.11.      Capital Adequacy; Increased
Costs; Illegality.

     

    (a) 
         If any law, treaty, governmental (or
quasi-governmental) rule, regulation, guideline or order regarding capital
adequacy, reserve requirements or similar requirements or compliance by any
Lender with any request or directive regarding capital adequacy, reserve
requirements or similar requirements (whether or not having the force of law),
in each case, adopted after the Closing Date, from any central bank or other
Governmental Authority increases or would have the effect of increasing the
amount of capital, reserves or other funds required to be maintained by such
Lender and thereby reducing the rate of return on such Lender’s capital as a
consequence of its obligations hereunder, then the Borrower shall from time to
time, upon demand by such Lender to the Borrower (with a copy of such demand to
the Administrative Agent) pay to the Administrative Agent, for the account of
such Lender, additional amounts sufficient to compensate such Lender for such
reduction. A certificate as to the amount of that reduction and showing the
basis of the computation thereof submitted by such Lender to the Borrower and to
the Administrative Agent shall be presumptive evidence of the matters set forth
therein.

     

    (b) 
         If, due to either (i) the introduction of or
any change in any law or regulation (or any change in the interpretation
thereof) other than in respect of taxes (including income taxes) or (ii) the
compliance with any guideline or request from any central bank or other non-tax
Governmental Authority (whether or not having the force of law), in each case
occurring after the Closing Date, there shall be any increase in the cost to any
Lender of agreeing to make or making, funding or maintaining any Loan, then the
Borrower shall from time to time, upon demand by such Lender to the Borrower
(with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost. A certificate as
to the amount of such increased cost, submitted to the Borrower and to the
Administrative Agent by such Lender, shall be presumptive evidence of the
matters set forth therein. Each Lender agrees that, as promptly as practicable
after it becomes aware of any circumstances referred to above which would result
in any such increased cost, the affected Lender shall, to the extent not
inconsistent with such Lender’s internal policies of general application, use
reasonable commercial efforts to minimize costs and expenses incurred by it and
payable to it by the Borrower pursuant to this Section 1.11(b).

     

    (c) 
         If any Lender determines that any Law has made
it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable lending office to make, maintain or
fund the Loan, or to determine or charge interest rates based upon LIBOR, then,
on notice thereof by such Lender to the Borrower through the Administrative
Agent, any obligation of such Lender to make or continue the Loan shall be
suspended until such Lender notifies the Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, Borrower shall upon demand from such Lender (with a copy
to the Administrative Agent), prepay or, if applicable, convert the interest
rate payable in respect of such Lender’s Pro Rata Share of the Loan to a rate
determined pursuant to Section 1.13(b).

     

    
      
        
        

      

      
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    SECTION
1.12.      Funding
Losses.

     

    Upon
demand of any Lender (through the Administrative Agent) from time to time, the
Borrower shall promptly compensate such Lender for and hold such Lender harmless
from any loss, cost or expense incurred by it as a result of:

     

    (i) 
         any continuation, payment or prepayment of the
Loan on a day other than the last day of any Interest Period; or

     

    (ii) 
         any failure by the Borrower (for a reason
other than the failure of such Lender to make the Loan) to prepay, borrow or
continue the Loan on the date or in the amount notified by the
Borrower;

     

    excluding
any loss of anticipated profits but including any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain the Loan or
from fees payable to terminate the deposits from which such funds were
obtained.

     

    For
purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 1.12, each Lender shall be deemed to have funded the Loan at
LIBOR by a matching deposit or other borrowing in the London interbank market
for a comparable amount and for a comparable period, whether or not the Loan was
in fact so funded.

     

    Failure
on the part of any Lender to demand compensation for any funding losses,
increased costs or reduction in amounts received or receivable or reduction in
return on capital under this Section 1.12 or Section 1.11 above with respect to
any period shall not constitute a waiver of such Lender’s right to demand
compensation with respect to such period or any other period, provided, that the
Borrower shall not be required to compensate a Lender pursuant to the
aforementioned provisions for any funding losses, increased costs or reductions
incurred more than [*] days prior to the date that such Lender notifies the
Borrower of the circumstance giving rise to such increased costs or reductions
and of such Lender’s intention to claim compensation therefor.

     

    SECTION
1.13.      Market Disruption;
Illegality.

     

    (a) 
         If (i) by reason of circumstances affecting
the interbank Eurodollar market, the Administrative Agent shall have reasonably
determined (which determination shall be conclusive and binding on the Borrower
absent manifest error) that adequate and fair means do not exist for
ascertaining the interest rate applicable to the Loan on the basis provided for
in the definition of “LIBOR”, (ii) the Administrative Agent shall have received
notice from Lenders holding not less than [*] of the Loans that LIBOR will not
adequately and fairly reflect the cost to each such Lender (as conclusively
certified by such Lenders) of making or maintaining its Pro Rata Share of the
Loan, or (iii) the Administrative Agent shall have received notice from any
Lender pursuant to Section 1.11(c) (such Lenders referred to in clauses (ii) and
(iii) hereinafter the “Affected
Lenders”), the Administrative Agent shall on such date give notice (by
facsimile or by telephone confirmed in writing) to the Borrower and each Lender
of such circumstance, whereupon the relevant provisions of paragraph (b) shall
be applicable.

     

    
      
        
        

      

      
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    (b) 
         During the [*] days following the date of any
notice given to the Borrower pursuant to paragraph (a), each such Affected
Lender and the Borrower may, at the Borrower’s option, negotiate in good faith
in order to arrive at a mutually acceptable alternative basis for determining
the interest rate from time to time applicable to the Pro Rata Share of the Loan
held by such Affected Lender (the “Substitute Basis”); such
interest rate to be based on an agreed cost-of-funds benchmark plus the
Applicable Rate.  If within the [*] days following the date of any such
notice to the Borrower, each of the Affected Lenders and the Borrower shall
agree upon a Substitute Basis, such Substitute Basis shall be retroactive to and
effective from the first day of the applicable Interest Periods until and
including the last day of such Interest Periods.  If after [*] days from
the date of such notice, any of the Affected Lenders and the Borrower shall have
failed to agree upon a Substitute Basis, or if the Borrower does not exercise
its option to enter into such [*]-day negotiation period as set forth above,
then each such Affected Lender shall certify in writing to the Borrower (such
certification to be conclusive and binding on all of the parties hereto absent
manifest error) the interest rate at which such Affected Lender is prepared to
make or maintain its Pro Rata Share of the Loan for such Interest Periods, such
interest rate to be retroactive to and effective from the first day of such
Interest Periods, it being understood that such Affected Lender’s interest rate
shall be at a rate per annum equal to a rate which adequately and fairly
reflects the cost to such Affected Lender of obtaining the funds necessary to
maintain its Pro Rata Share of the Loan.  Upon receipt of notice of the
interest rate at which such Affected Lender is prepared to make or maintain its
Pro Rata Share of the Loan, the Borrower shall have the right (i) exercisable
upon [*] Business Days’ prior notice to such Affected Lender to (A) continue to
borrow the Loan at the interest rate so advised by such Affected Lender (as such
rates may be modified, from time to time, at the outset of each subsequent
Interest Period in the discretion of the Affected Lender, acting reasonably) or
(B) prepay in full the Pro Rata Share of the Loan held by any such Affected
Lender, together with accrued interest thereon at the interest rate certified in
writing by such Affected Lender as provided above (but otherwise without premium
or penalty), whereupon the Pro Rata Share of the Loan held by such Affected
Lender shall become due and payable on the date specified by the Borrower in
such notice or (ii) to substitute any such Affected Lender pursuant to the
provisions of, and subject to the conditions contained in, Section
1.14.

     

    SECTION
1.14.    Replacement of Lenders under
Certain Circumstances.

     

    (a) 
         If at any time (i) any Lender requests payment
or reimbursement for any amount, or a change in interest rate, pursuant to
Section 1.10, 1.11 or 1.13 above, as applicable, as a result of any
condition described in such Sections, or (ii) any Lender becomes a
Non-Consenting Lender, then the Borrower may, on [*] Business Days’ prior
written notice to the Administrative Agent and such Lender, replace such Lender
by causing such Lender to (and such Lender shall be obligated to) assign
pursuant to Section 9.1(a) (with the assignment fee to be paid by Borrower
in such instance) all of its rights and obligations under this Agreement to one
or more Eligible Assignees; provided that neither
the Administrative Agent nor any Lender shall have any obligation to the
Borrower to find a replacement Lender or other such Person; and provided further that (A) in
the case of any such assignment resulting from a claim for compensation under
Section 1.10 or 1.11 or a change in interest rate pursuant to
Section 1.13, such assignment will result in a reduction in such
compensation or interest rate, and (B) in the case of any such assignment
resulting from a Lender becoming a Non-Consenting Lender, the applicable
Eligible Assignees shall have agreed to the applicable departure, waiver or
amendment of the Loan Documents.

     

    
      
        
        

      

      
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    (b) 
         Any Lender being replaced pursuant to
Section 1.14(a) above shall (i) execute and deliver an Assignment with
respect to such Lender’s Pro Rata Share of the outstanding principal amount of
the Loan, and (ii) deliver any Note evidencing such amount to the Borrower or
Administrative Agent.  Pursuant to such Assignment, (A) the assignee Lender
shall acquire all or a portion, as the case may be, of the assigning Lender’s
Pro Rata Share of the Loan, (B) all obligations of the Borrower owing to the
assigning Lender relating to the Loan so assigned shall be paid in full by the
assignee Lender to such assigning Lender concurrently with such assignment and
assumption and (C) upon such payment and, if so requested by the assignee
Lender, delivery to the assignee Lender of the appropriate Note executed by the
Borrower, the assignee Lender shall become a Lender hereunder and the assigning
Lender shall cease to constitute a Lender hereunder with respect to such
assigned Pro Rata Share of the Loan, except with respect to indemnification
provisions under this Agreement, which shall survive as to such assigning
Lender.

     

    (c) 
         In the event that (i) the Borrower or the
Administrative Agent has requested that the Lenders consent to a departure or
waiver of any provisions of the Loan Documents or agree to any amendment
thereto, (ii) the consent, waiver or amendment in question requires the
agreement of all affected Lenders in accordance with the terms of
Section 11.2 or all the Lenders, and (iii) the Requisite Lenders have
agreed to such consent, waiver or amendment, then any Lender who does not agree
to such consent, waiver or amendment shall be deemed a “Non-Consenting
Lender.”

     

    ARTICLE
2

     

    CONDITIONS
PRECEDENT

     

    SECTION
2.1.        Initial
Conditions.

     

    This
Agreement, including the obligation of the Original Lender to make the Loan,
shall not become effective until the date (the “Closing Date”), which shall in
no circumstances be later than [*], on which each of the following conditions
precedent is satisfied or provided for in a manner reasonably satisfactory to
the Administrative Agent, or duly waived in writing in accordance with Section
11.2:

     

    (a) 
         The Administrative Agent shall have received
executed counterparts of (i)  this Agreement, (ii) if requested on or prior
to the Closing Date, a Note executed by the Borrower in favor of the Original
Lender, and (iii) each Collateral Document required to be executed on the
Closing Date in connection with the grant and perfection of a first priority
security interest in the Collateral, duly executed by the applicable Loan
Parties, together with (to the extent permitted by law) evidence that all other
actions, recordings and filings (including FAA registry filings, if any) that
the Administrative Agent may deem reasonably necessary in connection with the
grant and perfection of a first priority security interest in the Collateral
shall have been taken, completed or otherwise provided for in a manner
reasonably satisfactory to the Administrative Agent.

     

    (b) 
         The Administrative Agent shall have received
the Organization Documents, board and (if required locally) shareholder
resolutions and any other usual corporate and closing documentation for the
Borrower and each other Loan Party, in form and substance reasonably
satisfactory to it.

     

    
      
        
        

      

      
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    (c) 
         The Administrative Agent shall have received
such certificates or resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may reasonably require evidencing the identity, authority
and capacity of each Responsible Officer thereof authorized to act as a
Responsible Officer in connection with this Agreement and the other Loan
Documents to which such Loan Party is a party or is to be a party on the Closing
Date.

     

    (d) 
         The Administrative Agent shall have received
an opinion from Hughes Hubbard & Reed LLP, special counsel to the Loan
Parties, substantially in the form of Exhibit A.

     

    (e) 
         The Administrative Agent shall have received
payment instructions in the agreed form (including authorization for the
Administrative Agent to deduct any Fees and expenses then due and payable from
the drawdown of the Loan).

     

    (f) 
         The Administrative Agent shall have received
and acting reasonably shall be satisfied with (i) the consolidated balance sheet
and related statements of income and cash flows for the Parent Guarantor for the
[*] fiscal year, as set forth in the Parent Guarantor’s Annual Report on Form
10-K for the fiscal year ended [*] filed with the Commission (the “Initial Financial
Statements”), as well as a calculation of EBITDA for the [*] fiscal year,
and (ii) forecasts of the financial performance of the Parent Guarantor on a
monthly basis, through [*] (the “Initial
Projections”).

     

    (g) 
         The Parent Guarantor and its Subsidiaries and
the transactions contemplated by the Loan Documents shall be in compliance, in
all material respects, with all applicable Laws, including all applicable
Environmental Laws.  All necessary governmental and material third party
approvals in connection with the Loan Documents shall have been obtained and
shall be in effect.

     

    (h) 
         The Administrative Agent shall have received
an Appraised Value Report current as of a date not earlier than [*] days prior
to the Closing Date.

     

    (i) 
         The Loan Parties shall have provided the
documentation and other information to the Original Lender that is required by
regulatory authorities under applicable “know your customer” and
anti-money-laundering rules and regulations, including, without limitation, the
Patriot Act.

     

    (j) 
         All costs, Fees, expenses (including, without
limitation, reasonable legal fees and expenses and the fees and expenses of
appraisers) and other compensation payable to the Administrative Agent and the
Original Lender, as applicable, by the Borrower under the Loan Documents shall
have been paid to the extent due, with respect to which the Borrower shall have
received reasonably detailed invoices therefor at least [*] Business Days prior
to the Closing Date.

     

    
      
        
        

      

      
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    (k) 
         The Administrative Agent shall be satisfied,
acting reasonably, with all labor, pension, regulatory, health and safety,
environmental, litigation, accounting and tax matters relating to each Borrower
Group Member.

     

    (l) 
         No change shall have occurred [*], and no
additional information shall have been disclosed to or discovered by the
Administrative Agent on or prior to the Closing Date (including, without
limitation, information contained in any financial statements, review or report
required to be provided to it in connection herewith), which the Administrative
Agent determines, acting reasonably, has had or could reasonably be expected to
have a Material Adverse Effect.

     

    (m) 
         No material adverse change or material
disruption shall have occurred since [*] in the financial, banking or capital
markets generally (including, without limitation, the markets for loans to or
debt securities issued by companies similar to the Parent Guarantor and the
Borrower), which in the reasonable judgment of the Administrative Agent has had
or could reasonably be expected to have a material adverse effect on the
Facility.

     

    SECTION
2.2.        General
Conditions.

     

    The
Original Lender shall not be obligated to make the Loan hereunder on the Closing
Date unless each of the following conditions precedent is satisfied or provided
for in a manner reasonably satisfactory to the Administrative Agent, or duly
waived in writing in accordance with Section 11.2:

     

    (a) 
         All representations and warranties in this
Agreement and each other Loan Document shall be true and correct in all material
respects (except to the extent any representation or warranty is qualified by
materiality, Material Adverse Effect or words of like import, in which case such
representation or warranty shall be true and correct in all respects) as of the
Closing Date.

     

    (b) 
         No Default or Event of Default shall have
occurred and be continuing.

     

    ARTICLE
3

     

    REPRESENTATIONS AND
WARRANTIES

     

    Each Loan
Party represents and warrants to the Administrative Agent and the Lenders
that:

     

    
      
        
        

      

      
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    SECTION
3.1.        Corporate Existence;
Compliance with Law.

     

    Each Loan
Party (a) is a corporation, limited liability company or limited partnership
duly organized, validly existing and in good standing under the laws of its
respective jurisdiction of incorporation or organization set forth in Schedule
3.1; (b) is duly qualified to conduct business and is in good standing in each
other jurisdiction where its ownership or lease of property or the conduct of
its business requires such qualification, except where the failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect;
(c) has the requisite power and authority to own, pledge, mortgage or otherwise
encumber and operate its properties, to lease the property it operates under
lease and to conduct its business as now conducted or proposed to be conducted;
(d) subject to the specific representations regarding Environmental Laws, has
all licenses, permits, consents or approvals from or by, and has made all
filings with, and has given all notices to, all Governmental Authorities having
jurisdiction, to the extent required for such ownership, operation and conduct,
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect; (e) is in compliance with its charter and bylaws or
partnership or operating agreement, as applicable; and (f) subject to specific
representations set forth herein regarding ERISA, Environmental Laws, tax and
other Laws, is in compliance with all applicable provisions of law except where
the failure to comply, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

     

    SECTION
3.2.        Executive Offices,
Collateral Locations, FEIN.

     

    Each Loan
Party’s name (as it appears in official filings in its state of incorporation or
organization), state of incorporation or organization, organization type,
organization number, if any, issued by its state of incorporation or
organization, and the location of each Loan Party’s chief executive office,
principal place of business and location and the hangars, terminals, maintenance
facilities, warehouses and premises at which any Collateral is located are set
forth in Schedule 3.2, and none of such Collateral has been kept at any location
other than the locations listed on Schedule 3.2 within four (4) months preceding
the Closing Date (or since its acquisition if less than four (4) months prior to
the Closing Date). In addition, Schedule 3.2 lists the federal employer
identification number of each Loan Party. Each Loan Party has only one
jurisdiction of existence, incorporation or organization, as
applicable.

     

    SECTION
3.3.        Corporate Power,
Authorization, Enforceable Obligations.

     

    The
execution, delivery and performance by each Loan Party of the Loan Documents to
which it is a party and the creation of all Liens provided for therein: (a) are
within such Person’s power; (b) have been duly authorized by all necessary
corporate, limited liability company or limited partnership action, as
applicable; (c) do not contravene any provision of such Person’s charter, bylaws
or partnership or operating agreement, as applicable; (d) do not violate any law
or regulation, or any order or decree of any court or Governmental Authority,
except for any such violation that could not reasonably be expected to have a
Material Adverse Effect; (e) do not conflict with or result in the breach or
termination of, constitute a default under or accelerate or permit the
acceleration of any performance required by, or require any payment to be made
under, any material lease, material agreement, material indebtedness or other
material instrument entered into or assumed by such Person or by which such
Person or any of its property is bound; (f) do not result in the creation or
imposition of any Lien upon any of the property of such Person other than those
in favor of the Administrative Agent for the benefit of the Lenders, pursuant to
the Loan Documents; and (g) do not require the consent or approval of any
Governmental Authority or any other Person, except those referred to in Section
2.1(g), all of which will have been duly obtained, made or complied with prior
to the Closing Date. Each of the Loan Documents to which each Loan Party is a
party has been duly executed and delivered by such Loan Party and each such Loan
Document constitutes a legal, valid and binding obligation of such Loan Party
enforceable against each of them in accordance with its terms.

     

    
      
        
        

      

      
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    SECTION
3.4.        Financial Statements and
Initial Projections.

     

    (a) 
         Initial Financial
Statements. The Initial Financial Statements have been prepared in
accordance with GAAP consistently applied throughout the period covered (except
as disclosed therein) and present fairly in all material respects the
consolidated financial position of the Parent Guarantor and its Subsidiaries,
including the Borrower Group, as at the date thereof and the consolidated
results of their operations and cash flows for the period then
ended.

     

    (b) 
         Initial Projections.
The Initial Projections have been prepared in good faith based upon the same
accounting principles as those used in the preparation of the Initial Financial
Statements and upon assumptions believed to be reasonable at the time such
Initial Projections were delivered in light of conditions and facts known to the
Loan Parties as of the date thereof (it being understood that projections by
their nature are inherently uncertain, the Initial Projections are not a
guaranty of future performance, and actual results may differ materially from
the Initial Projections).

     

    (c) 
         Parent Guarantor Financial
Statements. The Parent Guarantor’s report on Form 10-K for the year ended
[*] and each subsequent report on form 10-Q or Form 8-K filed by the Parent
Guarantor with the SEC prior to the Closing Date, if any, did not as of the date
of such report contain an untrue statement of material fact or omit to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.

     

    SECTION
3.5.        Material Adverse Effect;
Burdensome Restrictions; Default.

     

    (a) No
Loan Party has incurred any obligations, contingent or non-contingent
liabilities, liabilities for Charges, long-term leases or non-ordinary-course
forward or long-term commitments that are material and are not reflected in the
Initial Financial Statements or Initial Projections delivered to the Lenders
prior to the date hereof (or in the case of the Parent Guarantor, the Financial
Statements referred to in Section 3.4(c)), (b) no contract, lease or other
agreement or instrument has been entered into or assumed by any Loan Party or
has become binding upon any Loan Party’s assets and no law or regulation
applicable to any Loan Party has been adopted that has or could reasonably be
expected to have a Material Adverse Effect and (c) no Loan Party is in default
and to the best of any Loan Party’s knowledge no third party is in default under
any material contract, lease or other agreement or instrument to which such Loan
Party is a party or which is binding on such Loan Party, that alone or in the
aggregate could reasonably be expected to have a Material Adverse
Effect.

     

    SECTION
3.6.        Ownership of
Property.

     

    Each Loan
Party warrants that it has legal and valid title to, or legal and valid
leasehold interests in, all of its personal property constituting
Collateral.

     

    
      
        
        

      

      
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    SECTION
3.7.        Labor
Matters.

     

    Except as
set forth on Schedule 3.7: (a) no strikes, work stoppages or other material
labor disputes exist, are pending, or to the knowledge of any Loan Party, are
threatened, against such Loan Party, except those that, in the aggregate, would
not reasonably be expected to have a Material Adverse Effect; (b) hours worked
by and payment made to employees of each Loan Party to such Loan Party’s
knowledge, comply with each federal, state, local or foreign law applicable to
such matters except to the extent that non-compliance could not reasonably be
expected to have a Material Adverse Effect; (c) there is no organizing activity
involving any Loan Party pending or, to any Loan Party’s knowledge, threatened
by any labor union or group of employees, that, in the aggregate, would
reasonably be expected to have a Material Adverse Effect; (d) there are no
representation proceedings pending or, to any Loan Party’s knowledge, threatened
with the National Mediation Board, and no labor organization or group of
employees of any Loan Party has made a pending demand for recognition, that, in
the aggregate, would reasonably be expected to have a Material Adverse Effect;
and (e) there are no material complaints or charges against any Loan Party
pending or, to any Loan Party’s knowledge, threatened to be filed with any
Governmental Authority or arbitrator based on, arising out of, in connection
with, or otherwise relating to the employment or termination of employment by
any Loan Party of any individual, that, in the aggregate, would reasonably be
expected to have a Material Adverse Effect. Schedule 3.7 sets forth each
domestic collective bargaining agreement to which any Loan Party is a party or
to which any Loan Party is otherwise bound, and each Loan Party has delivered
true and complete copies of all such agreements to the Administrative
Agent.

     

    SECTION
3.8.        Ventures, Subsidiaries and
Affiliates; Outstanding Stock and Indebtedness.

     

    Except as
set forth in Schedule 3.8, no Borrower Group Member is engaged in any joint
venture or partnership with any other Person. All of the issued and outstanding
Stock of each Borrower Group Member is owned by each of its Stockholders, fully
paid and non-assessable and in the amounts set forth in Schedule 3.8. Except as
set forth in Schedule 3.8, there are no outstanding rights to purchase, options,
warrants or similar rights or agreements pursuant to which any Borrower Group
Member may be required to issue, sell, repurchase or redeem any of its Stock or
other equity securities or any Stock or other equity securities of its
Subsidiaries. All outstanding Indebtedness of any Borrower Group Member (except
for the Obligations) is described in Section 6.4 (including Schedule
6.4).

     

    SECTION
3.9.        Government
Regulation.

     

    No Loan
Party is or, after giving effect to the making of the Loan and the application
of the proceeds thereof, will be required to register as an “investment company” as such
term is defined in the Investment Company Act of 1940.

     

    SECTION
3.10.      Margin
Regulations.

     

    No Loan
Party is engaged, nor will it engage, principally or as one of its important
activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” as such terms
are defined in Regulation U of the Federal Reserve Board as now and from time to
time hereafter in effect (such securities being referred to herein as “Margin Stock”). None of the proceeds
of the Loan will be used, directly or indirectly, for the purpose of purchasing
or carrying any Margin Stock, for the purpose of reducing or retiring any
Indebtedness that was originally incurred to purchase or carry any Margin Stock
or for any other purpose that might cause the Loan to be considered a “purpose credit” within the
meaning of Regulations T, U or X of the Federal Reserve Board.

     

    
      
        
        

      

      
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    SECTION
3.11.      Taxes.

     

    (a) 
         Except as provided on Schedule 3.11, all
material federal, state, local, foreign and other Tax returns, reports and
statements, including information returns, required by any Governmental
Authority to be filed by each Loan Party have been filed with the appropriate
Governmental Authority and all Taxes or Charges imposed on each Loan Party or
any of its property have been timely paid prior to the date on which any fine,
penalty, interest or late charge may be added thereto for nonpayment thereof,
excluding Taxes, Charges or other amounts being contested in accordance with
Section 5.2(b).

     

    SECTION
3.12.      ERISA.

     

    (a) 
         Schedule 3.12(a) lists as of the Closing Date
all Pension Plans and all Retiree Welfare Plans of the Borrower Group Members
and their ERISA Affiliates.  Copies of all such listed Plans, together with
a copy of the latest form IRS/DOL 5500-series for each such Plan (if
applicable), have been made available, or will be made available promptly upon
written request, to the Administrative Agent.  Except with respect to
Multiemployer Plans, (i) each Qualified Plan has been determined by the IRS to
qualify under Section 401(a) of the IRC, the trusts created thereunder have been
determined to be exempt from tax under the provisions of Section 501(a) of the
IRC and to the knowledge of each Borrower Group Member, nothing has occurred
that would cause the loss of such qualification or tax-exempt status and (ii)
each Foreign Plan required to be registered under applicable law has been
registered and has been maintained in good standing.  Each Plan is in
compliance in all material respects both with its written terms and with the
applicable provisions of ERISA, the IRC or other applicable law.  Each
Borrower Group Member and all ERISA Affiliates have made (or accrued) all
material contributions and paid all material amounts due as required (x) under
the terms of the Plan, (y) by either Section 412, 430, 431 or 432 of the IRC or
Section 302, 303, 304 or 305 of ERISA or (z) by applicable law.

     

    (b) 
         Except as would not reasonably be expected to
have a Material Adverse Effect, (i) no ERISA Event has occurred or is reasonably
expected to occur; (ii) there are no pending, or to the knowledge of any
Borrower Group Member or ERISA Affiliate, threatened, material claims (other
than claims for benefits in the normal course), sanctions, actions or lawsuits,
asserted or instituted against any Plan or any fiduciary or sponsor thereof or
any Borrower Group Member or ERISA Affiliate with respect to any Plan; (iii)
there have been no Prohibited Transactions with respect to any Plan;  and
(iv) except in the case of any ESOP, the Stock of each Borrower Group Member and
their ERISA Affiliates makes up, in the aggregate, no more than [*] of the fair
market value of the assets of any Plan measured on the basis of fair market
value as of the latest valuation date of any Plan.  The present value of
all accumulated benefit obligations under each Title IV Plan (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of July 31, 2009, exceed by more than [*] the fair market value
of the assets of such Title IV Plan allocable to such accrued benefits, and if
all Title IV Plans were terminated, the unfunded liabilities with respect to
such Plans, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.

     

    
      
        
        

      

      
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    (c) 
         With respect to any Multiemployer Plan, (i) as
of the date of this Agreement, no Borrower Group Member or ERISA Affiliate has
made or suffered a “complete withdrawal “ or a “partial withdrawal “ (as
respectively defined in Sections 4203 and 4205 of ERISA), (ii) as of the date of
this Agreement, no event has occurred that presents a material risk of a partial
or complete withdrawal, (iii) no Borrower Group Member or ERISA Affiliate has
any contingent liability under Section 4204 of ERISA, and, to the knowledge of
each Borrower Group Member, no circumstances exist that present a material risk
that any such Multiemployer Plan will go into Reorganization or Insolvency, and
(iv) as of the Closing Date, the Borrower Group Members and their ERISA
Affiliates would not incur Withdrawal Liability that would result in a Material
Adverse Effect in the aggregate if a complete withdrawal by the Borrower Group
Members and their ERISA Affiliates occurred under each Multiemployer Plan as of
such date.  To the knowledge of any Borrower Group Member or ERISA
Affiliate, except as could not reasonably be expected to have a Material Adverse
Effect, (x) no Multiemployer Plan has incurred an accumulated funding deficiency
or failed to meet its minimum funding obligations, whether or not waived, and
(y) no Multiemployer Plan is, or is reasonably expected to be, in “endangered
status” or “critical status” within the meaning of Section 432 of the
IRC.

     

    SECTION
3.13.      No
Litigation.

     

    Except as
set forth in Schedule 3.13, no action, claim, lawsuit, demand, investigation or
proceeding is now pending or, to the knowledge of any Loan Party, threatened
against any Loan Party, before any Governmental Authority or before any
arbitrator or panel of arbitrators (collectively, “Litigation”) that,
individually or in the aggregate, (a) challenges any Loan Party’s right or power
to enter into or perform any of its obligations under the Loan Documents to
which it is a party, or the validity or enforceability of any Loan Document or
any action taken thereunder or (b) could reasonably be expected to have a
Material Adverse Effect.

     

    SECTION
3.14.      Intellectual
Property.

     

    Each
Borrower Group Member owns or has rights to use all Intellectual Property
necessary to continue to conduct its business as now conducted by it or
presently proposed to be conducted by it. To the knowledge of each Loan Party,
such Loan Party conducts its business and affairs without infringement of or
interference with any Intellectual Property of any other Person, except for any
such infringement or interference that could not reasonably be expected to have
a Material Adverse Effect. Except as set forth in Schedule 3.14, no Loan Party
is aware of any infringement claim by any other Person with respect to any
material Intellectual Property.

     

    SECTION
3.15.      Full
Disclosure.

     

    No
information contained in this Agreement, any of the other Loan Documents, the
Initial Financial Statements or other written reports prepared by the Loan
Parties and delivered hereunder or any written statement prepared by any Loan
Party and furnished by or on behalf of any Loan Party to the Administrative
Agent or Original Lender pursuant to the terms of this Agreement contains or
will contain, when taken as a whole, any untrue statement of a material fact or
omits or will omit to state a material fact necessary to make the statements
contained herein or therein not misleading in light of the circumstances under
which they were made and as of the date when made.

     

    
      
        
        

      

      
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    SECTION
3.16.      Environmental
Matters.

     

    (a) 
         Except as set forth in Schedule 3.16 or for
any matter for which notice has been given under Section 5.7, and except for any
matter that would not reasonably be expected to have a Material Adverse Effect:
(i) no Loan Party has caused or suffered to occur any material Release of
Hazardous Materials on, at, in, under, above, to, from or about any of its owned
or material leased real estate (the “Real Estate”); (ii) each Loan
Party is and has been in material compliance with all Environmental Laws; (iii)
each Loan Party has obtained, and is in material compliance with, all
Environmental Permits required by Environmental Laws for the operation of its
business as presently conducted or as proposed to be conducted, and all such
Environmental Permits are valid, uncontested and in good standing; (iv) there
are no existing circumstances or conditions, including any Releases of Hazardous
Materials, which are reasonably likely to result in a material Environmental
Liability; (v) there is no unstayed Litigation arising under or related to any
Environmental Laws, Environmental Permits or Hazardous Material that seeks
damages, penalties, fines, costs or expenses or injunctive relief against, or
that alleges criminal misconduct by, any Loan Party; (vi) no notice has been
received by any Loan Party alleging that such Loan Party has any material
Environmental Liability; and (vii) each Loan Party has provided to the
Administrative Agent written information pertaining to any material
Environmental Liabilities of such Loan Party.

     

    (b) 
         Each Loan Party hereby acknowledges and agrees
that the Administrative Agent (i) is not now, and has not ever been, in control
of any of the Real Estate or such Loan Party’s affairs so as to subject the
Administrative Agent to any liability under Environmental Laws, including
CERCLA, and (ii) does not have the capacity through the provisions of the Loan
Documents to influence any Loan Party’s conduct with respect to the ownership,
operation or management of any of its Real Estate or compliance with
Environmental Laws or Environmental Permits.

     

    (c) 
         None of the items set forth on Schedule 3.16
either individually or in the aggregate would be reasonably likely to have a
Material Adverse Effect.

     

    SECTION
3.17.      Insurance.

     

    Schedule
3.17 sets forth a list that is correct and complete in all material respects of
the name of insurer, coverage, policy number and term of each insurance policy
(collectively, the “Policies”) to which each
Borrower Group Member is a party or by which any of their assets or any of their
employees, officers or directors (in such capacity) are covered by property,
fire and casualty, professional liability, public and product liability,
workers’ compensation, extended coverage, business interruption, directors’ and
officers’ liability insurance and other forms of insurance provided to each
Borrower Group Member in connection with its business. All premiums required to
be paid with respect to the Policies covering all periods up to and including
the date hereof have been paid. Except as set forth on Schedule 3.17 hereto, all
such Policies are in full force and effect. Except as set forth on Schedule 3.17
hereto, no Borrower Group Member has received any notice of default,
cancellation or termination with respect to any provision of any such Policies,
or any notice that the Insurer is unwilling to renew any such Policy following
the currently scheduled expiration of such Policy or intends to materially
modify any term of any such renewed Policy as compared to the existing Policy.
With respect to its directors’ and officers’ liability insurance policies, no
Borrower Group Member has failed to give any notice or present any claim
thereunder in due and timely fashion or as required by any such Policies so as
to jeopardize full recovery under such Policies. Except as set forth on Schedule
3.17 hereto, the Borrower Group Members do not have claims pending under the
Policies in a stated amount in excess of [*] in the aggregate.

     

    
      
        
        

      

      
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    SECTION
3.18.      Use of
Proceeds.

     

    The
proceeds of the Loan are being used by the Borrower for the purposes specified
in Section 1.4.

     

    SECTION
3.19.      Patriot
Act.

     

    To the
extent applicable, each Loan Party is in compliance, in all material respects,
with the (i) Trading with the Enemy Act, as amended, and each of the foreign
assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) and any other enabling legislation or
executive order relating thereto, and (ii) Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
Patriot Act of 2001) (the “Patriot Act”). No part of the
proceeds of the Loan will be used, directly or indirectly, for any payments to
any governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of the United States Foreign Corrupt Practices Act of
1977, as amended.

     

    SECTION
3.20.      Compliance With Industry
Standards.

     

    Each Loan
Party maintains its Books and Records, aircraft, engines, spare parts and other
assets and properties that are used in the conduct of its business in compliance
in all material respects with applicable law, including but not limited to all
rules, regulations and standards of the FAA or any other applicable Aviation
Authority.

     

    SECTION
3.21.      Collateral
Documents.

     

    The
Collateral Documents, when executed, will be effective to create in favor of the
Administrative Agent, for the benefit of the Lenders, a legal, valid and
enforceable first priority security interest in the Collateral described therein
and proceeds thereof, subject to Permitted Encumbrances referred to in clauses
(a), (d), (e), (i), (j) (other than with respect to contractual liens), (k),
(l), (m) and (p) of the definition thereof to the extent preferred by applicable
law.  When financing statements and other filings specified in the
Collateral Documents in appropriate form are filed in the appropriate offices in
the relevant jurisdictions, the Administrative Agent, for the benefit of the
Lenders shall have a fully perfected first priority Lien on, and security
interest in, all right, title and interest of the applicable Loan Parties in
such Collateral and the proceeds thereof, as security for the Obligations, in
each case prior and superior in right to any other Person, subject to Permitted
Encumbrances referred to in clauses (a), (d), (e), (i), (j) (other than with
respect to contractual liens) (k), (l), (m) and (p) of the definition thereof to
the extent preferred by applicable law.

     

    
      
        
        

      

      
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    SECTION
3.22.      Certificated Air
Carrier.

     

    The
Borrower is a Certificated Air Carrier and possesses all necessary certificates,
franchises, licenses, permits, rights, designations, authorizations, exemptions,
concessions and consents that are material to the operation of the routes flown
by it and the conduct of its business and operations as currently conducted (the
“Permits”).  The
Borrower is a “citizen of the United States” as defined in Section 40102(a)(15)
of Title 49. Neither the DOT nor FAA nor any other Aviation Authority has taken
any action or proposed or, to the Borrower’s knowledge, threatened to take any
action, to amend, modify, suspend, revoke, terminate, cancel, or otherwise
affect such Permits, in each case, in a materially adverse manner.

     

    SECTION
3.23.      Slots and Gate
Interests.

     

    Each
Borrower Group Member is utilizing, or causing to be utilized, in all material
respects, the Slots and Gate Interests as required by the applicable
Governmental Authority including each applicable Airport Authority. Except as
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, no Borrower Group Member has received any notice from
any Governmental Authority, including any Airport Authority, or is aware of any
other event or circumstance, that would be reasonably likely to impair its right
to hold and use Gate Interests or Slots. Each Borrower Group Member’s Slots are
described on Schedule 3.23.

     

    ARTICLE
4

     

    FINANCIAL STATEMENTS AND
INFORMATION

     

    SECTION
4.1.        Reports and
Notices.

     

    The Loan
Parties hereby agree that from and after the Closing Date and until the
Termination Date, they shall deliver to the Administrative Agent and Lenders, as
required, the Financial Statements, notices, Projections and other information
at the times, to the Persons and in the manner set forth in Annex
B.

     

    SECTION
4.2.        Communication with
Accountants.

     

    Each Loan
Party authorizes (a) the Administrative Agent and (b) so long as an Event of
Default has occurred and is continuing, each Lender, to communicate, with prior
notice to the applicable Loan Party and the Loan Party’s opportunity to be
present, directly with its independent registered public accountants and
authorizes and shall instruct those accountants to communicate to the
Administrative Agent and such Lender, with notice to the applicable Loan Party,
information relating to the applicable Loan Party with respect to the business,
results of operations and financial condition of such Loan Party as the
Administrative Agent or such Lender shall reasonably request.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    ARTICLE
5

     

    AFFIRMATIVE
COVENANTS

     

    The
Parent Guarantor and each Borrower Group Member, as applicable, agree that from
and after the Closing Date and until the Termination Date:

     

    SECTION
5.1.        Maintenance of Existence and
Conduct of Business.

     

    The
Parent Guarantor and each Borrower Group Member shall (a) except as otherwise
permitted by Section 6.1 or Section 6.2, do or cause to be done all things
necessary to preserve and keep in full force and effect (i) its legal existence
and (ii) all rights, permits, licenses, approvals and privileges (including all
Permits) necessary in the conduct of its business, and its material rights and
franchises, and (b) at all times maintain, preserve and protect all of its
assets and properties (including all Collateral) used or useful and necessary in
the conduct of its business, and keep the same in good repair, working order and
condition in all material respects (taking into consideration ordinary wear and
tear) and from time to time make, or cause to be made, all necessary or
appropriate repairs, replacements and improvements thereto consistent with
industry practices except as otherwise permitted in the applicable Loan
Documents, except in each case referred to in clauses (a)(ii) and (b) above, to
the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.

     

    SECTION
5.2.        Payment of
Taxes.

     

    (a) 
         Subject to Section 5.2(b), each Borrower Group
Member shall pay and discharge or cause to be paid and discharged promptly all
Taxes payable by it, including Taxes imposed upon it, its income and profits, or
any of its operations, its property (real, personal or mixed) and all taxes with
respect to tax, social security and unemployment withholding with respect to its
employees, before any thereof shall become past due, except in each case, where
the failure to pay or discharge such taxes would not reasonably be expected to
result in a Material Adverse Effect.

     

    (b) 
         Each Borrower Group Member may in good faith
contest, by appropriate proceedings, the validity or amount of any Charges,
taxes or claims described in Section 5.2(a); provided, that (i) adequate
reserves with respect to such contest are maintained on its books, in accordance
with GAAP; (ii) no Lien shall be imposed to secure payment of such Charges,
taxes or claims that is superior to any of the Liens securing payment of the
Obligations and such contest is maintained and prosecuted continuously and with
diligence and operates to suspend collection or enforcement of such Charges,
taxes and claims (except where the failure to pay or discharge such taxes or
Charges would not result in aggregate liabilities or Liens in excess of [*]);
(iii) none of the Collateral becomes subject to forfeiture or loss as a result
of such contest; and (iv) each Borrower Group Member shall promptly pay or
discharge such contested Charges, taxes or claims and all additional charges,
interest, penalties and expenses and shall deliver to the Administrative Agent
evidence reasonably acceptable to the Administrative Agent of such compliance,
payment or discharge, if such contest is terminated or discontinued adversely to
any Borrower Group Member or the conditions set forth in this Section 5.2(b) are
no longer met.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

       

    

    SECTION
5.3.        Books and
Records.

     

    The
Parent Guarantor and each Borrower Group Member shall keep adequate Books and
Records with respect to its business activities in which proper entries,
reflecting all financial transactions, are made in accordance with GAAP and on a
basis consistent with the Financial Statements.

     

    SECTION
5.4.        Insurance.

     

    Each
Borrower Group Member shall, at its sole cost and expense, maintain with
financially sound and reputable insurance companies that are not Affiliates of
the Borrower (except with respect to health, medical and workers compensation
self-insurance), insurance or reinsurance with respect to its properties and
business against loss or damage of the kinds customarily insured against by
companies of a same or similar size engaged in the same or similar business, of
such types and in such amounts (giving effect to health, medical and workers
compensation self insurance) as are customarily carried under similar
circumstances by such other companies (including, without limitation, casualty
insurance or reinsurance on its aircraft as required by any security agreement
or lease relating thereto or as may otherwise be required under any Section 1110
Agreements).

     

    SECTION
5.5.        Compliance with
Laws.

     

    The
Parent Guarantor and each Borrower Group Member shall comply with all federal,
state, local and foreign laws and regulations applicable to it, including labor
laws, and Environmental Laws and Environmental Permits, and laws and regulations
of any Aviation Authority applicable to it, except to the extent that the
failure to comply, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect (including, without limitation, as a
result of the loss of any material Permit).

     

    SECTION
5.6.        Intellectual
Property.

     

    Subject
to Section 6.1(a)(vii), each Borrower Group Member shall own or have rights to
use all Intellectual Property necessary to continue to conduct its business as
now conducted by it or presently proposed to be conducted by it.  Each
Borrower Group Member shall do or cause to be done all things necessary to
preserve and keep in full force and effect at all times all material registered
Patents, Trademarks, trade names, Copyrights and service marks necessary in the
conduct of its business.  Each Borrower Group Member shall conduct its
business and affairs without infringement of or interference with any
Intellectual Property of any other Person, except to the extent that any such
infringement or interference could not reasonably be expected to have a Material
Adverse Effect.

     

    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    
      SECTION
5.7.        Environmental
Matters.

       

      Each
Borrower Group Member shall and shall cause each Person within its control to:
(a) conduct its operations and keep and maintain its Real Estate in compliance
with all Environmental Laws and Environmental Permits other than noncompliance
that could not reasonably be expected to have a Material Adverse Effect; (b)
implement any and all investigation, remediation, removal and response actions
that are necessary to comply in all material respects with Environmental Laws
and Environmental Permits pertaining to the presence, generation, treatment,
storage, use, disposal, transportation or Release of any Hazardous Material on,
at, in, under, above, to, from or about any of its Real Estate; (c) notify the
Administrative Agent promptly after such Borrower Group Member becomes aware of
any violation of Environmental Laws or Environmental Permits or any Release on,
at, in, under, above, to, from or about any Real Estate that is reasonably
likely to result in the Borrower incurring Environmental Liabilities in excess
of [*] individually or [*] in the aggregate in a Fiscal Year; and (d) promptly
forward to the Administrative Agent a copy of any order, notice, request for
information or any communication or report received by such Borrower Group
Member in connection with any such violation or Release or any other matter
relating to any Environmental Laws or Environmental Permits that could
reasonably be expected to result in  any Borrower Group Member incurring
Environmental Liabilities in excess of [*] individually or [*] in the aggregate
in a Fiscal Year.

       

      SECTION
5.8.        Further
Assurances.

       

      Subject
to Section 5.9(b), the Parent Guarantor and each Borrower Group Member agrees
that it shall, at its expense and upon the reasonable request of the
Administrative Agent, duly execute and deliver, or cause to be duly executed and
delivered, to the Administrative Agent such further instruments and do and cause
to be done such further acts as may be necessary or reasonably requested by the
Administrative Agent to carry out more effectively the provisions and purposes
of this Agreement and each Loan Document.

       

      SECTION
5.9.        Additional Collateral
Documents.

       

      (a) 
         To the extent not delivered to the
Administrative Agent on or before the Closing Date (including in respect of
after-acquired property), each Borrower Group Member agrees to do promptly each
of the following, unless otherwise agreed by the Administrative
Agent:

       

      (i) 
           deliver to the Administrative Agent
such duly executed supplements and amendments to any of the Collateral
Documents, in each case in form and substance reasonably satisfactory to the
Administrative Agent and as the Administrative Agent reasonably deems necessary
in order to effectively grant to the Administrative Agent for the benefit of the
Lenders, a valid, first-priority, perfected and enforceable security interest in
all assets, personal property or property interests that constitute
Collateral;

       

      (ii) 
          deliver to the Administrative Agent all
certificates, instruments and other documents representing all Collateral
required to be pledged and delivered under the Collateral
Documents;

       

      (iii) 
         take such other actions as the Administrative
Agent reasonably deems necessary to create, maintain, perfect or protect the
security interest required to be granted pursuant to clause (i) above, including
the filing of financing statements or other recordations in such jurisdictions
as may be required by the Collateral Documents, the Code, the DOT, the FAA or
applicable law, or as may be reasonably requested by the Administrative Agent;
and

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

         

      

      (iv) 
        if requested by the Administrative Agent, deliver to
the Administrative Agent legal opinions relating to the matters described above
in connection with Collateral acquired or subjected to the Lien of the Guarantee
and Collateral Agreement after the date hereof, which opinions shall be in
form and substance consistent with those delivered on the Closing Date and from
counsel reasonably satisfactory to the Administrative Agent.

       

      (b) 
         Notwithstanding the foregoing, (i) the
Administrative Agent shall not take any security interest in or require any
actions to be taken with respect to any property to the extent that the granting
of such a security interest would constitute a breach or violation of a valid
and effective restriction in place as of the date hereof in favor of a third
party (including, without limitation, mandatory consent rights; and the parties
agree that the Administrative Agent shall not require any action to be taken
with respect to such consent rights), that would result in the termination of
any Borrower Group Member’s interest in such property or give rise to any
indemnification obligations or any right to terminate or commence the exercise
of remedies under such restrictions, and (ii) Liens required to be granted and
actions required to be taken pursuant to this Section 5.9 shall all be subject
to exceptions and limitations (including Liens permitted pursuant to Section
6.7) consistent with those set forth herein and in the Collateral Documents.
Nothing in this Section 5.9(b) shall obligate the Administrative Agent or any
Lender to release its Lien on any Collateral.

       

      SECTION
5.10.      Access.

       

      Each
Borrower Group Member shall provide the Administrative Agent access to its
properties and to the Collateral in accordance with Section 1.9.

       

      SECTION
5.11.      Slot
Utilization.

       

      Subject
to transfers, exchanges and other dispositions permitted by this Agreement, each
Borrower Group Member will utilize (or arrange for utilization by leasing or
exchanging Slots with other air carriers) the Slots in a manner consistent in
all material respects with applicable regulations, rules, laws and contracts in
order to preserve its right to hold and operate the Slots, taking into account
any waivers or other relief granted to such Borrower Group Member by the FAA,
any other applicable Governmental Authority or any Airport Authority, except to
the extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

       

      SECTION
5.12.      ERISA/Labor
Matters.

       

      A Loan
Party shall furnish the Administrative Agent (with sufficient copies for each of
Lenders) each of the following:

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

         

      

      (a) 
         promptly and in any event within [*] Business
Days after any Borrower Group Member or any ERISA Affiliate knows that a request
for a minimum funding waiver under Section 412 of the Code has been filed with
respect to any Multiemployer Plan, a written statement of an officer of such
Borrower Group Member or ERISA Affiliate describing such waiver request and the
action, if any, such Borrower Group Member and any ERISA Affiliate propose to
take with respect thereto and a copy of any notice filed with the PBGC or the
IRS pertaining thereto;

       

      (b) 
         promptly and in any event within [*] Business
Days after any Borrower Group Member or any ERISA Affiliate receives any adverse
communication from a Governmental Authority (including a non-US Governmental
Authority) that could result in a material increase to or accelerate the payment
of any material liability with respect to a Pension Plan, a copy of such
notice;

       

      (c) 
         promptly and in any event within [*] Business
Days after any Borrower Group Member (i) commences or terminates negotiations
with any collective bargaining agent for the purpose of materially changing any
collective bargaining agreement; (ii) reaches an agreement with any collective
bargaining agent prior to ratification for the purpose of materially changing
any collective bargaining agreement; (iii) ratifies any agreement reached with a
collective bargaining agent for the purpose of materially changing any
collective bargaining agreement; or (iv) becomes subject to a “cooling off
period” under the auspices of the National Mediation Board, notification of the
commencement or termination of such negotiations, a copy of such agreement or
notice of such ratification or “cooling off period,” as the case may
be;

       

      (d) 
         promptly and in any event within [*] Business
Days after any Borrower Group Member or any ERISA Affiliate knows that any ERISA
Event has occurred, a statement describing such ERISA Event and the action, if
any, that such Borrower Group Member or ERISA Affiliate has taken and proposes
to take with respect thereto and, on the date any records, documents or other
information must be furnished to the PBGC or other applicable Governmental
Authority with respect to such ERISA Event, a copy of such records, documents
and information;

       

      (e) 
         promptly and in any event within [*] Business
Days following receipt thereof, copies of any documents described in Sections
101(k) or 101(l) of ERISA that any Borrower Group Member or any ERISA Affiliate
may request with respect to any Multiemployer Plan; provided, that if the
Borrower Group Members or any of their ERISA Affiliates have not requested such
documents or notices from the administrator or sponsor of the applicable
Multiemployer Plan, then, upon reasonable request of the Administrative Agent,
the Borrower Group Member and/or their ERISA Affiliates shall promptly make a
request for such documents or notices from such administrator or sponsor and the
Borrower shall provide copies of such documents and notices to the
Administrative Agent promptly after receipt thereof, and further provided, that
the rights granted to the Administrative Agent in this section shall be
exercised not more than once during a 12-month period; and

       

      (f) 
         promptly and in any event within [*] Business
Days after receipt thereof by any Borrower Group Member or ERISA Affiliate from
a sponsor of a Multiemployer Plan, copies of each notice concerning (i)(A) the
imposition of Withdrawal Liability by such Multiemployer Plan or (B) the
Reorganization, Insolvency or termination, within the meaning of Title IV of
ERISA, of any such Multiemployer Plan or the determination that such
Multiemployer Plan is in “endangered status” or “critical status” within the
meaning of Section 432 of the IRC, and (ii) the amount of liability incurred or
that may be incurred by the Borrower or any ERISA Affiliate in connection with
any event described in clause (i).

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

         

      

      SECTION
5.13.      Maintenance of Liens and
Collateral.

       

       Each
Borrower Group Member, subject to Section 5.9, shall do or cause to be done all
things necessary to preserve and keep in full force and effect at all times the
Liens securing the Obligations as provided in the Loan Documents.

       

      SECTION
5.14.      Use of
Proceeds.

       

      The
proceeds of the Loan will be used by the Borrower for the purposes specified in
Section 1.4.

       

      SECTION
5.15.      Pari
Passu.

       

      The
Borrower shall ensure that its obligations under the Loan Documents shall at all
times rank at least pari passu with all its present and future unsecured and
unsubordinated indebtedness with the exception of any obligations that are
mandatorily preferred by any applicable laws to companies generally and not by
contract.

       

      ARTICLE
6

       

      NEGATIVE
COVENANTS

       

      Each of
the Borrower Group Members and, in the case of Sections 6.1(b) and 6.2(b) only,
the Parent Guarantor agrees that from and after the Closing Date until the
Termination Date:

       

      SECTION
6.1.        Sale of Stock and
Assets.

       

      (a) 
         No Borrower Group Member shall sell, transfer,
convey, assign or otherwise dispose of any of its properties or other assets,
including the Stock of any of its Subsidiaries (whether in a public or a private
offering or otherwise) (any such disposition being an “Asset Sale”), other than the
following (without duplication):

       

      (i) 
         sales and other dispositions of immaterial
assets in the ordinary course of business, and swaps, exchanges, interchange or
pooling of assets in the ordinary course of business;

       

      (ii) 
        sales or dispositions of surplus, obsolete,
negligible or uneconomical assets no longer used or useful in the business of
such Borrower Group Member;

       

      (iii) 
         [Intentionally Omitted];

       

      (iv) 
        sales or dispositions of Inventory (other than
Collateral) in the ordinary course of business;

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

         

      

      (v) 
         subject to Section 1.2(b)(iv) in respect of
sales or dispositions of assets that comprise the Collateral, sales or
dispositions of other assets in arm’s length transactions at fair market value
in an aggregate amount not to exceed [*] in the aggregate in any Fiscal
Year;

       

      (vi) 
        (x) sale, disposition, exchange or abandonment of
Intellectual Property; provided, that such
abandonment is (A) in the ordinary course of business consistent with past
practices and (B) with respect to Intellectual Property that is not material to
the business of such Borrower Group Member and (y) licensing or sublicensing of
Intellectual Property in the ordinary course of business consistent with past
practices;

       

      (vii) 
       sale, disposition, exchange, lease or abandonment of
Slots unless such sale, disposition, exchange, lease or abandonment could
reasonably be expected to result in a Material Adverse Effect;

       

      (viii) 
      sale-leaseback, synthetic lease or similar transactions
involving Section 1110 Assets (other than such Section 1110 Assets that comprise
the Collateral), aircraft or engines;

       

      (ix) 
         the disposition of leasehold or similar
interests in Real Estate that is not owned Real Estate (including Gate
Interests), including through assignment, sublease or lease termination, as a
whole or in part, or the return, surrender, exchange or abandonment of any
property subject thereto to the extent any such disposition individually or all
such dispositions in the aggregate could not reasonably be expected to result in
a Material Adverse Effect; and

       

      (x) 
         sale or disposition of aircraft, engines or
spare parts, so long as such sale is consistent in all material respects with
the Projections.

       

      (b) 
         The Parent Guarantor shall not sell, transfer,
convey or otherwise dispose of the Stock of (i) the Borrower or (ii) the
Subsidiary of the Parent Guarantor (other than Lynx) with the highest gross
revenues among all Subsidiaries of the Parent Guarantor (excluding the Borrower)
for the preceding four full Fiscal Quarters, determined in accordance with GAAP
at the time of such sale, transfer, conveyance or disposition.

       

      SECTION
6.2.        Mergers.

       

      (a) 
         No Borrower Group Member may enter into any
merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution), or sell, lease, sell and leaseback,
assign, convey, transfer or otherwise dispose of all or substantially all of its
property or business, except that:

       

      (i) 
           any Borrower Group Member (other than
the Borrower) may be merged or consolidated with or into the Borrower (provided that the
Borrower shall be the continuing or surviving corporation) or with or into any
other Borrower Group Member (other than the Borrower);

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

         

      

      (ii) 
          any Borrower Group Member (other than the
Borrower) may sell, lease, sell and leaseback, assign, convey, transfer or
otherwise dispose of any or all of its assets (A) to the Borrower or any other
Borrower Group Member (upon voluntary liquidation or otherwise) or (B) pursuant
to an Asset Sale permitted by Section 6.1; and

       

      (iii) 
         any Investment expressly permitted by Section
6.5 may be structured as a merger, consolidation or amalgamation.

       

      (b) 
         The Parent Guarantor may not enter into any
merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution), or sell, lease, sell and leaseback,
assign, convey, transfer or otherwise dispose of all or substantially all of its
property or business other than pursuant to a Permitted Merger.

       

      SECTION
6.3.        Restricted
Payments.

       

      No
Borrower Group Member shall make any Restricted Payment except (a) Restricted
Payments made by any Borrower Group Member (other than the Borrower) to the
Borrower, and (b) inter-company loans and advances made by the Borrower to the
extent permitted under Section 6.5(c).

       

      SECTION
6.4.        Indebtedness.

       

      (a) 
         No Borrower Group Member shall create, incur,
assume or permit to exist any Indebtedness, except (without
duplication):

       

      (i) 
           Indebtedness secured by purchase money
security interests and Capital Leases (including in the form of sale-leaseback,
synthetic lease or similar transactions) to the extent such Indebtedness (A)
finances the acquisition or construction of aircraft, engines or spare parts
(other than Spare Parts) or (B) finances the acquisition or construction of
other assets and the principal amount of any such Indebtedness permitted under
this clause (B) does not exceed [*] at any one time outstanding; provided, that
the amount of such Indebtedness does not exceed [*]% of the purchase price or
construction cost (including any capitalized interest and issuance fees) of the
subject asset;

       

      (ii) 
          the Loan and the other
Obligations;

       

      (iii) 
         Indebtedness existing as of the Closing Date
described in Schedule 6.4 (including, for the avoidance of doubt, Indebtedness
that may be incurred from time to time under revolving lines of credit referred
to on Schedule 6.4);

       

      (iv) 
        Indebtedness owed to any Lender (or any of its
Affiliates) or any other Person in connection with Investments permitted under
Section 6.5(d);

       

      (v) 
         Indebtedness in respect of any overdrafts and
related liabilities arising from treasury, depository and cash management
services or in connection with any automated clearing house transfers of
funds;

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

         

      

      (vi) 
        Indebtedness to credit card processors in connection
with credit card processing services and affinity card programs incurred in the
ordinary course of business and consistent with past practices;

       

      (vii) 
       Indebtedness in respect of letters of credit, surety
and appeal bonds in an aggregate outstanding amount not to exceed
[*];

       

      (viii) 
      Indebtedness constituting a Permitted Refinancing of
Indebtedness referred to in clauses (i) or (iii) above or (xii)
below;

       

      (ix) 
         unsecured Indebtedness (including letters of
credit) incurred subsequent to the Closing Date to provide credit support for
(x) obligations arising in the ordinary course of business and consistent with
past practices in connection with credit card processing services and affinity
card programs and (y) the Indebtedness described in clause (v)
above;

       

      (x) 
          other unsecured Indebtedness incurred
subsequent to the Closing Date in an aggregate amount not to exceed [*]
outstanding at any time;

       

      (xi) 
         (A) Guaranteed Indebtedness incurred (x) by
endorsement of instruments or items of payment for deposit to the general
account of such Borrower Group Member in the ordinary course of business, or (y)
for the benefit of any Loan Party if the primary obligation is expressly
permitted by this Agreement, and (B) Guaranteed Indebtedness to the extent
existing on the Closing Date as set forth in Schedule 6.4;

       

      (xii) 
        Indebtedness (A) financing the acquisition of
aircraft, engines or spare parts (other than Spare Parts) or the making of
deposits or predelivery payments in connection with any such acquisition, in
each case to the extent such acquisition is consistent with the Projections and
is expected to be financed with Indebtedness permitted pursuant to Section
6.4(a)(i), or (B) otherwise secured by any aircraft, engines or spare parts
(other than Spare Parts); and

       

      (xiii) 
       inter-company Indebtedness permitted under Section
6.5(c).

       

      (b) 
         No Borrower Group Member shall, directly or
indirectly, voluntarily purchase, redeem, defease or prepay any principal of,
premium, if any, interest or other amount in respect of any Indebtedness prior
to its scheduled maturity, other than (i) the Obligations; (ii) Indebtedness
secured by a Lien permitted under Section 6.6 if the asset securing such
Indebtedness on a first-priority basis has been sold or otherwise disposed of in
accordance with Section 6.1 and the proceeds of such sale or disposal are used
to repay such Indebtedness; (iii) Indebtedness utilized to finance the
acquisition of any aircraft, engines or spare parts (other than Spare Parts);
(iv) Indebtedness subject to any Permitted Refinancing; (v) other Indebtedness
not in excess of [*]; (vi) Indebtedness incurred subsequent to the Closing Date
permitted under Section 6.4(a) (other than Indebtedness permitted under Section
6.4(a)(iii) or any Permitted Refinancing thereof); and (vii) as otherwise
permitted in Section 6.3.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

         

      

      SECTION
6.5.        Investments; Loan and
Advances.

       

      No
Borrower Group Member shall make or permit to exist any Investment except
(without duplication):

       

      (a) 
         Investments comprised of extensions of credit
in the nature of accounts receivable or notes receivable arising from the grant
of trade credit in the ordinary course of business, or of notes payable, or
stock or other securities, issued by Account Debtors to such Borrower Group
Member pursuant to negotiated agreements with respect to settlement of such
Account Debtor’s Accounts in the ordinary course of business, consistent with
past practices;

       

      (b) 
         Investments existing as of the Closing Date
summarized on Schedule 6.5;

       

      (c) 
         Investments by the Borrower in (i) the Parent
Guarantor, (ii) any Subsidiary of the Parent Guarantor (other than any Borrower
Group Member), and (iii) any other Borrower Group Member; provided that any such
Investments made on or after the Closing Date do not exceed an aggregate amount
equal to [*], and in the case of (i) and (iii), such Investments consisting of
inter-company loans shall be subordinated to the Obligations on terms reasonably
satisfactory to the Administrative Agent; and provided further, however, that none of
the limitations or requirements contained in the foregoing proviso shall apply
to any inter-company loans made by the Borrower to the Parent Guarantor; provided further, however, on the
Closing Date, the Parent Guarantor shall pledge to the Administrative Agent
pursuant to the Guarantee and Collateral Agreement revolving inter-company notes
of each Subsidiary (other than the Borrower Group Members), which shall be in an
aggregate face amount (but allocated among such Subsidiaries on a pro rata or
other basis reasonably acceptable to the Administrative Agent) not less than the
amount by which the inter-company cash advances made by the Borrower to the
Parent Guarantor from time to time outstanding exceed in the aggregate the total
amount of cash and Cash Equivalents then held by the Parent
Guarantor;

       

      (d) 
         the Borrower may make Investments consisting
of (i) currency swap agreements, currency future or option contracts and other
similar agreements designed to hedge against fluctuations in foreign interest
rates and currency values, (ii) interest rate swap, cap or collar agreements and
interest rate future or option contracts, and (iii) fuel hedges and other
derivatives contracts, in each case, to the extent that such agreement or
contract is entered into in the ordinary course of business and not for
speculation;

       

      (e) 
         Investments in fuel consortia in the ordinary
course of business consistent with past practice and consistent with industry
practice;

       

      (f) 
         Investments in the form of Cash
Equivalents;

       

      (g) 
         advances to officers, directors and employees
of any Borrower Group Member in an aggregate amount not to exceed [*] at any
time outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes;

       

      (h) 
         Guaranteed Indebtedness permitted by Section
6.4; and

       

      
        
          
          

        

        
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      (i) 
         the Borrower may make other Investments in an
aggregate amount outstanding at any one time not to exceed [*] for all
Investments made pursuant to this clause (i).

       

      SECTION
6.6.        Liens.

       

      No
Borrower Group Member shall create, incur, assume or permit to exist any Lien on
or with respect to (i) the Collateral or (ii) any of its other properties or
assets (whether now owned or hereafter acquired), except for:

       

      (a) 
         Permitted Encumbrances;

       

      (b) 
         Liens securing Indebtedness permitted by
Section 6.4(a)(xii), to the extent such Lien is solely with respect to the
applicable aircraft, engines or spare parts, any purchase contract relating
thereto and any proceeds thereof.

       

      (c) 
         Liens created by conditional sale or other
title retention agreements (including Capital Leases) or in connection with
purchase money Indebtedness, in each case, permitted under Section 6.4(a)(i);
provided, that (A) such Liens attach only to the assets (including related
leases and subleases thereof and other assets integral to the use thereof
including security deposits from any sublessee collaterally assigned for the
benefit of lessors) subject to such purchase money debt, and (B) such
Indebtedness is incurred within [*] days following such purchase and does not
exceed [*] of the purchase price of the subject assets;

       

      (d) 
         Liens securing Indebtedness permitted by
Section 6.4(a)(v);

       

      (e) 
         Liens on its deposit and operating accounts
and amounts on deposit therein in favor of the beneficiaries of the amounts on
deposit therein to the extent such Liens secure obligations owed to such
beneficiaries and such obligations are otherwise permitted pursuant this
Agreement;

       

      (f) 
          any interest or title of a licensor, lessor
or sublessor granted to others, but, with respect to the Collateral, only to the
extent permitted by any of the Collateral Documents;

       

      (g) 
         customary banker’s Liens on its bank accounts
and amounts on deposit therein in favor of the depositary institutions where
such accounts are maintained to secure fees, overdrafts, returned checks, and
similar obligations;

       

      (h) 
         Liens in respect of rights of setoff,
recoupment and holdback in favor of credit card processors securing obligations
in connection with credit card processing services incurred in the ordinary
course of business and consistent with past practices;

       

      (i) 
          Liens on cash deposits securing obligations
referred to in Section 6.4(a)(vii) in an aggregate amount not in excess of
[*];

       

      (j) 
          Liens on cash deposits pledged as collateral
for Indebtedness permitted under Section 6.4(a)(iv) in connection with
Investments permitted under Section 6.5(d);

       

      
        
          
          

        

        
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      (k) 
         Liens securing a Permitted Refinancing of
Indebtedness, to the extent such Indebtedness being refinanced was originally
secured in accordance with this Section 6.6; provided that such Lien does not
attach to any additional property or assets of any Borrower Group
Member;

       

      (l) 
          Liens securing the Loan and the other
Obligations;

       

      (m) 
        Liens created in connection with operating Leases;
provided that,
such Liens attach only to the assets subject to such Lease (including any
sublease thereof, other assets integral to the use thereof and security deposits
from any sublessee collaterally assigned for the benefit of lessors);
and

       

      (n) 
         other Liens so long as the value of the
property subject to such Liens, and the Indebtedness and other obligations
secured thereby, do not exceed, in the aggregate, [*].

       

      SECTION
6.7.        Limitation on Negative
Pledge Clauses.

       

      No
Borrower Group Member will enter into any agreement (other than the Loan
Documents) with any Person which prohibits or limits the ability of such
Borrower Group Member to create, incur, assume or suffer to exist any Lien
securing the Obligations upon any of its properties, assets or revenues, whether
now owned or hereafter acquired, other than agreements that contain (a)
prohibitions or limitations existing on the Closing Date and listed on Schedule
6.7, and any extension or renewal thereof on terms no less favorable to such
Borrower Group Member, (b) prohibitions set forth in the Loan Documents, (c)
prohibitions or restrictions imposed by any agreement relating to secured
Indebtedness or other obligations permitted by this Agreement if such
prohibition or restriction applies only to property secured or financed by such
Indebtedness or other obligations and (d) restrictions prohibiting Liens
contained in agreements relating to the use and occupancy of airport premises
and facilities, operating leases, Capital Leases or Licenses with respect to
properties subject thereto and interests created therein.

       

      SECTION
6.8.        Affiliate
Transactions.

       

      No
Borrower Group Member will sell or transfer any property or assets to, or
otherwise engage in any other material transactions with, any of its Affiliates
(other than between Loan Parties), except transactions (a) at prices and on
terms and conditions no less favorable to such Borrower Group Member than could
be obtained on an arm’s length basis from unrelated third parties and (b) any
dividends, other distributions or payments permitted by Section
6.3.

       

      SECTION
6.9.        Capital
Expenditures.

       


      No
Borrower Group Member may make or commit to make any Capital Expenditure, except
Capital Expenditures of Borrower Group Members (i) for aircraft, engines,
aircraft spare parts and ground handling equipment or (ii) in the ordinary
course of business not exceeding [*] in the aggregate in any Fiscal Year; provided, that (a)
all or any portion of the amount referred to in clause (ii) above, if not so
expended in the Fiscal Year for which it is permitted, may be carried over for
expenditure in the next succeeding Fiscal Year and (b) Capital Expenditures made
pursuant to clause (ii) above during any Fiscal Year shall be deemed made, first, in respect of
amounts permitted for such Fiscal Year as provided above and, second, in respect of
amounts carried over from the prior Fiscal Year pursuant to clause (a)
above.

       

      
        
          
          

        

        
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      SECTION
6.10.      Clauses Restricting
Subsidiary Distributions.

       

      No
Subsidiary of the Borrower shall enter into or suffer to exist or become
effective any consensual encumbrance or restriction on its ability to (a) make
Restricted Payments in respect of any Stock of such Subsidiary held by, or pay
any Indebtedness owed to, the Borrower or any other Borrower Group Member, (b)
make loans or advances to, or other Investments in, the Borrower or any other
Borrower Group Member or (c) transfer any of its assets to the Borrower or any
other Borrower Group Member, except for such encumbrances or restrictions
existing under or by reason of (i) any restrictions existing under the Loan
Documents, (ii) any agreements existing on the Closing Date and listed on
Schedule 6.10 and (iii) any restrictions with respect to a Subsidiary imposed
pursuant to an agreement that has been entered into in connection with the
disposition of all or substantially all of the Stock or assets of such
Subsidiary.

       

      SECTION
6.11.      Capital Structure and
Business.

       

      No
Borrower Group Member shall amend its Organization Documents in a manner that
would adversely affect in any material respect the rights or remedies of the
Administrative Agent or Lenders under the Loan Documents, or such Borrower Group
Member’s duty or ability to repay the Obligations. No Borrower Group Member
shall engage in any business other than the businesses currently engaged in by
it and businesses that are reasonably related thereto. No Borrower Group Member
shall make any changes to its equity capital structure as in existence on the
Closing Date, except pursuant to any transaction permitted under any other
provision contained herein.

       

      SECTION
6.12.      Change of Fiscal
Year.

       

      No
Borrower Group Member shall change its Fiscal Year other than to conform its
Fiscal Year with the Fiscal Year of the Parent Guarantor.

       

      SECTION
6.13.      Financial
Covenants.

       

      The
Borrower shall not breach or fail to comply with any of the Financial
Covenants.

       

      ARTICLE
7

       

      TERM

       

      SECTION
7.1.        Termination.

       

      The
financing arrangements contemplated hereby shall be in effect until the Maturity
Date (or, if earlier, the Termination Date), and the Loan and all other
Obligations shall be automatically due and payable in full on the Maturity
Date.

       

      
        
          
          

        

        
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      SECTION
7.2.        Survival of Obligations Upon
Termination of Financing Arrangements.

       

      Except as
otherwise expressly provided for in the Loan Documents, no termination or
cancellation (regardless of cause or procedure) of any financing arrangement
under this Agreement shall in any way affect or impair the obligations, duties
and liabilities of any Loan Party or the rights of the Administrative Agent and
the Lenders relating to any unpaid portion of the Loan or any other Obligations,
due or not due, liquidated, contingent or unliquidated or any transaction or
event occurring prior to such termination, or any transaction or event, the
performance of which is required after the Maturity Date. Except as otherwise
expressly provided herein or in any other Loan Document, all undertakings,
agreements, covenants, warranties and representations of or binding upon each
Loan Party, and all rights of the Administrative Agent and each Lender, all as
contained in the Loan Documents, shall not terminate or expire, but rather shall
survive any such termination or cancellation and shall continue in full force
and effect until the Termination Date; provided, that the payment obligations
under Sections 1.11, 1.12 and 1.13, and the indemnities contained in the Loan
Documents shall survive the Termination Date.

       

      ARTICLE
8

       

      EVENTS OF DEFAULT; RIGHTS
AND REMEDIES

       

      SECTION
8.1.        Events of
Default.

       

      The
occurrence of any one or more of the following events (regardless of the reason
therefor) shall constitute an “Event of Default”
hereunder:

       

      (a) 
         Any Loan Party (i) fails to make any payment
of principal of the Loan or scheduled interest in respect thereof when due and
payable, or (ii) fails to make any payment of any interest (not referred to in
clause (i)) or any other Obligations not covered in clause (i) above within
three [*] Business Days of the date when due and payable.

       

      (b) 
         Any Loan Party fails or neglects to perform or
observe (i) any of the provisions of Section 1.2, Section 4.1 with respect to
paragraph (e) of Annex B, Section 5.1(a)(i) or Article 6 on its part to be
performed or observed, (ii) any of the provisions of Section 4.1 (other than
with respect to paragraph (e) of Annex B) on its part to be performed or
observed and such failure continues for ten [*] Business Days from the date
that the Administrative Agent delivers to the Borrower written notice of such
failure, or (iii) any of the provisions of Article 5 (other than Section
5.1(a)(i)) on its part to be performed or observed and such failure continues
for [*] days from the date that the Administrative Agent delivers to the
Borrower written notice of such failure.

       

      (c) 
         Any representation or warranty of any Loan
Party contained herein or in any other Loan Document or in any written
statement, report, financial statement or certificate made or delivered to the
Administrative Agent or any Lender by any Loan Party is untrue or incorrect in
any material respect, in each case, as of the date when made or deemed
made.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

         

      

      (d) 
         (i) Any Loan Party shall consent to the
appointment of or the taking of possession by a receiver, trustee or liquidator
of itself or of substantially all of its property, or (ii) any Loan Party shall
admit in writing its inability to pay its debts generally as they come due, or
does not pay its debts generally as they become due or shall make a general
assignment for the benefit of creditors, or (iii) any Loan Party shall file a
voluntary petition in bankruptcy or a voluntary petition or an answer seeking
reorganization, liquidation or other relief in a case under any bankruptcy laws
or other insolvency laws (as in effect at such time), or (iv) any Loan Party
shall seek relief by voluntary petition, answer or consent, under the provisions
of any other bankruptcy or other similar law providing for the reorganization or
winding-up of corporations (as in effect at such time) or (v) any Loan Party’s
board of directors shall adopt a resolution authorizing any of the
foregoing.

       

      (e) 
         An order, judgment or decree shall be entered
by any court of competent jurisdiction appointing, without the consent of the
applicable Loan Party, a receiver, trustee or liquidator of any Loan Party or of
substantially all of its property, or substantially all of the property of any
Loan Party shall be sequestered, and any such order, judgment or decree of
appointment or sequestration shall remain in force undismissed, unstayed and
unvacated for a period of thirty [*] days after the date of entry thereof; or a
petition against any Loan Party in a case under any bankruptcy laws or other
insolvency laws (as in effect at such time) is filed and not withdrawn or
dismissed within [*] days thereafter, or if, under the provisions of any law
providing for reorganization or winding-up of corporations which may apply to
any Loan Party, any court of competent jurisdiction assumes jurisdiction,
custody or control of any Loan Party or of substantially all of its property and
such jurisdiction, custody or control remains in force unrelinquished, unstayed
and unterminated for a period of [*] days.

       

      (f) 
          (i) A final judgment or judgments for the
payment of money in excess of [*] in the aggregate (to the extent not covered by
insurance policies as to which liability has been accepted by the insurance
carrier) at any time are outstanding against one or more Borrower Group Members
or (ii) a final judgment or judgments for the payment of money in excess of [*]
in the aggregate (to the extent not covered by insurance policies as to which
liability has been accepted by the insurance carrier) at any time are
outstanding against the Parent Guarantor or any Subsidiary thereof that is not a
Borrower Group Member, and the same shall remain undischarged, unvacated and
unstayed for a period of [*] consecutive days after the entry
thereof.

       

      (g) 
         The Loan Documents shall, for any reason
(other than pursuant to the terms hereof of thereof), cease to create a valid
Lien on any of the Collateral purported to be covered thereby or such Lien shall
cease to be a perfected Lien having the priority provided for in the Collateral
Documents, or any Loan Party shall so allege in any pleading filed in any court,
or any material provision of any Loan Document shall, for any reason, cease to
be valid and binding on any Loan Party party thereto (or any Loan Party shall
challenge the enforceability of any Loan Document or shall assert in writing, or
engage in any action or inaction based on any such assertion, that any material
provision of any of the Loan Documents has ceased to be or otherwise is not
valid, binding and enforceable in accordance with its terms).

       

      (h) 
         The Borrower shall cease to be a Certificated
Air Carrier.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

         

      

      (i) 
          In the case of any Slots or Gate Interests,
any applicable Aviation Authority modifies, suspends, revokes, terminates,
cancels or otherwise takes any action that adversely affects any Borrower Group
Member’s Permits or any Borrower Group Member’s use or occupation or maintenance
of or other interest in such Slots and Gate Interests due to any Borrower Group
Member’s failure to abide by applicable law or any contract governing the use of
such Slots and Gate Interests, or any Borrower Group Member otherwise ceases to
use, occupy or maintain such Slots and Gate Interests, and any event referred to
in this clause (i) could reasonably be expected to have a Material Adverse
Effect.

       

      (j) 
          (i) An ERISA Event shall have occurred, (ii)
any Qualified Plan shall lose its qualified or tax exempt status or any Foreign
Plan shall fail to maintain its good standing, or (iii) a Prohibited Transaction
shall have occurred; and in each case in clauses (i) through (iii), such event
or condition, together with all other such events or conditions that have
occurred, if any, could reasonably be expected to have a Material Adverse
Effect.

       

      (k) 
         Any “Event of Default” or analogous term (as
defined in the applicable Cross Default Agreement) after giving effect to any
applicable notice, cure and grace periods (each, a “Cross Default”), shall have
occurred and be continuing under (i) any Cross Default Agreement (unless waived
under such Cross Default Agreement pursuant to the terms thereof, or unless
waived hereunder by the Lender Party party to such Cross Default Agreement, in
such Lender Party’s sole discretion) or (ii) the Bombardier Purchase Agreement
(unless waived under the Bombardier Purchase Agreement pursuant to the terms
thereof); provided that any
Cross Default that occurs under any Cross Default Agreement between (i) any
Lender Party other than the Original Lender or any Affiliate thereof and (ii)
any of the Borrower, the Parent Guarantor or any of their respective Affiliates,
shall not constitute an Event of Default under this subsection (k) unless such
Lender Party shall hold at least [*] of the outstanding principal amount of the
Loan.

       

      SECTION
8.2.        Remedies.

       

      If any
Event of Default has occurred and is continuing, (i) the Administrative Agent
may (and at the written request of the Requisite Lenders shall) terminate the
Commitments, if any, and/or declare all or any portion of the Obligations,
including all or any portion of any Loan, to be forthwith due and payable, all
without presentment, demand, protest or further notice of any kind, all of which
are expressly waived by the Loan Parties, or in the case of an Event of Default
under Section 8.1(d)(iii) or (iv) with respect to the Borrower or the Parent
Guarantor the Obligations shall automatically become due and payable, and (ii)
the Administrative Agent may (and at the written request of the Requisite
Lenders, shall), without notice, exercise any rights and remedies provided to
the Administrative Agent under the Loan Documents or at law or equity, including
all remedies provided under the Code.

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

         

      

      SECTION
8.3.        Waivers by
Borrower.

       

      Except as
otherwise provided for in this Agreement or by applicable law, the Loan Parties
waive: (a) presentment, demand and protest and notice of presentment, dishonor,
notice of intent to accelerate, notice of acceleration, protest, default,
nonpayment, maturity, release, compromise, settlement, extension or renewal of
any or all commercial paper, accounts, contract rights, documents, instruments,
chattel paper and guaranties at any time held by the Administrative Agent on
which any Loan Party may in any way be liable, (b) all rights to notice and a
hearing prior to the Administrative Agent’s taking possession or control of, or
to the Administrative Agent’s replevy, attachment or levy upon, the Collateral
or any bond or security that might be required by any court prior to allowing
the Administrative Agent to exercise any of its remedies, and (c) the benefit of
all valuation, appraisal, marshaling and exemption laws.

       

      ARTICLE
9

       

      ASSIGNMENT AND
PARTICIPATIONS;

      THE ADMINISTRATIVE
AGENT

       

      SECTION
9.1.        Assignment and
Participations.

       

      (a) 
         Right to Assign. Each
Lender may sell, transfer, negotiate or assign all or a portion of its rights
and obligations hereunder (including all or a portion of its Commitments and its
rights and obligations with respect to the Loan) to any other Person acceptable
to the Administrative Agent, provided, that the aggregate outstanding principal
amount (determined as of the effective date of the applicable Assignment) of the
Loan and Commitments subject to any such Sale shall be in a minimum amount equal
to [*], unless such Sale is made to an existing Lender or an Affiliate or
Approved Fund of any existing Lender, is of the assignor’s (together with its
Affiliates’ and Approved Funds’) entire interest in the Loan or is made with the
prior written consent of the Borrower and the Administrative Agent; provided, however, that no
Lender shall sell, transfer, negotiate or assign any portion of its rights or
obligations hereunder to a Person engaged in the business of air transportation
in competition with any Loan Party or any of its Subsidiaries without the prior
written consent of such Loan Party.

       

      (b) 
         Procedure. The
parties to each Sale made in reliance on clause (a) above (other than those
described in clause (e) below) shall execute and deliver to the Administrative
Agent (which shall keep a copy thereof) an Assignment, together with any
existing Note subject to such Sale (or any affidavit of loss therefor acceptable
to the Administrative Agent), any documentation required to be delivered
pursuant to Section 1.10(c) (which shall also be delivered to the Borrower) and
payment by the assignee of an assignment fee in the amount of [*]. Upon receipt
of all the foregoing, and conditioned upon such receipt and upon the
Administrative Agent consenting to such Assignment, from and after the effective
date specified in such Assignment, the Administrative Agent, acting for this
purpose as an agent of the Borrower, shall record or cause to be recorded in a
register held at one of its offices (the “Register”) information
contained in such Assignment.

       

      (c) 
         Effectiveness.
Effective upon the entry of such record in the Register, (i) such assignee shall
become a party hereto and, to the extent that rights and obligations under the
Loan Documents have been assigned to such assignee pursuant to such Assignment,
shall have the rights and obligations of a Lender, (ii) any applicable Note
shall be transferred to such assignee through such entry and (iii) the assignor
thereunder shall, to the extent that rights and obligations under this Agreement
have been assigned by it pursuant to such Assignment, relinquish its rights
(except for those surviving the termination of the Commitments and the payment
in full of the Obligations) and be released from its obligations under the Loan
Documents, other than those relating to events or circumstances occurring prior
to such assignment, and, in the case of an Assignment covering all or the
remaining portion of an assigning Lender’s rights and obligations under the Loan
Documents, such Lender shall cease to be a party hereto.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

         

      

      (d) 
         Grant of Security
Interests. In addition to the other rights provided in this Section 9.1,
each Lender may grant a security interest in, or otherwise assign as collateral,
any of its rights under this Agreement, whether now owned or hereafter acquired
(including rights to payments of principal or interest on the Loan), to (A) any
federal reserve bank (pursuant to Regulation A of the Federal Reserve Board),
without notice to the Administrative Agent or (B) any holder of, or trustee for
the benefit of the holders of, such Lender’s Securities by notice to the
Administrative Agent; provided, that no such holder or trustee, whether because
of such grant or assignment or any foreclosure thereon (unless such foreclosure
is made through an assignment in accordance with clause (b) above), shall be
entitled to any rights of such Lender hereunder and no such Lender shall be
relieved of any of its obligations hereunder.

       

      (e) 
         Participants and
SPVs. In addition to the other rights provided in this Section 9.1, each
Lender may, (x) with notice to the Administrative Agent, grant to an SPV the
option to maintain all or any part of the Loan that such Lender would otherwise
be required to maintain hereunder (and the exercise of such option by such SPV
and the maintaining of the Loan pursuant thereto shall satisfy the obligation of
such Lender to maintain such Loan hereunder) and such SPV may assign to such
Lender the right to receive payment with respect to any Obligation and (y)
without notice to or consent from the Administrative Agent or the Borrower, sell
participations to one or more Persons in or to all or a portion of its rights
and obligations under the Loan Documents; provided, that,
whether as a result of any term of any Loan Document or of such grant or
participation, (i) no such SPV or participant shall have a commitment, or be
deemed to have made an offer to commit, to make the Loan hereunder, and, except
as provided in the applicable option agreement, none shall be liable for any
obligation of such Lender hereunder, (ii) such Lender’s rights and obligations,
and the rights and obligations of the Borrower towards such Lender, under any
Loan Document shall remain unchanged and each other party hereto shall continue
to deal solely with such Lender, which shall remain the holder of the
Obligations in the Register, except that (A) each such participant and SPV shall
be entitled to the benefit of Section 1.8, Section 1.10 and Section 1.11, but,
in the case of Section 1.10, only to the extent any such participant or SPV that
is a Foreign Person complies with Section 1.10(c) as if it were a Lender, and in
each such case only to the extent of any amount to which such Lender would be
entitled in the absence of any such grant or participation and (B) each such SPV
may receive other payments that would otherwise be made to such Lender with
respect to the Loan funded by such SPV to the extent provided in the applicable
option agreement and set forth in a notice provided to the Administrative Agent
by such SPV and such Lender; provided, that in no
case (including pursuant to clause (A) or (B) above) shall an SPV or participant
have the right to enforce any of the terms of any Loan Document, and (iii) the
consent of such SPV or participant shall not be required (either directly, as a
restraint on such Lender’s ability to consent hereunder or otherwise) for any
amendments, waivers or consents with respect to any Loan Document or to exercise
or refrain from exercising any powers or rights such Lender may have under or in
respect of the Loan Documents (including the right to enforce or direct
enforcement of the Obligations), except for those described in clauses (iii)(B)
and (iii)(C) of Section 11.2(a) with respect to amounts, or dates fixed for
payment of amounts, to which such participant or SPV would otherwise be entitled
and, in the case of participants, except for those described in Section
11.2(a)(vii) (or amendments, consents and waivers to release all or
substantially all of the Collateral). No party hereto shall institute against
any SPV grantee of an option pursuant to this clause (e) any bankruptcy,
reorganization, insolvency, liquidation or similar proceeding, prior to the date
that is one year and one day after the payment in full of all outstanding
commercial paper of such SPV; provided, however, that each
Lender having designated an SPV as such agrees to indemnify each Indemnified
Person against any Liability that may be incurred by, or asserted against, such
Indemnified Person as a result of failing to institute such proceeding
(including a failure to get reimbursed by such SPV for any such Liability). The
agreement in the preceding sentence shall survive the termination of the
Commitments and the payment in full of the Obligations.

       

      
        
          
          

        

        
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      SECTION
9.2.        The Administrative
Agent.

       

      (a) 
         Appointment and
Authorization.  Each Lender hereby
irrevocably designates and appoints [*] as the “Administrative Agent”
under the Loan Documents and authorizes the Administrative Agent to take such
actions and to exercise such powers as are delegated to it thereby and to
exercise such other powers as are reasonably incidental thereto.  The
Administrative Agent shall not have any duties other than those expressly set
forth in a Loan Document, or any fiduciary relationship with any Lender, and no
implied obligations or liabilities shall be read into this Agreement, or
otherwise exist, against the Administrative Agent.  The Administrative
Agent does not assume, nor shall it be deemed to have assumed, any obligation
to, or relationship of trust or agency with, the Borrower.  Notwithstanding
any provision of this Agreement or any other Loan Document, in no event shall
the Administrative Agent ever be required to take any action which exposes it to
personal liability or which is contrary to the provision of any Loan Document or
applicable law.

       

      (b) 
         Delegation of
Duties. 
The Administrative Agent may execute any of its duties through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.

       

      (c) 
         Exculpatory
Provisions.  Neither the
Administrative Agent nor any of its respective directors, officers, agents or
employees shall be liable to any Lender for any action taken or omitted
(i) with the consent or at the direction of the Requisite Lenders or (ii)
in the absence of such Person’s gross negligence or willful misconduct. 
The Administrative Agent shall not be responsible to any Lender or other Person
for (a) any recitals, representations, warranties or other statements made by
the Borrower or any of its Affiliates, (b) the value, validity, effectiveness,
genuineness, enforceability or sufficiency of any Loan Document, (c) any failure
of the Borrower or any of its Affiliates to perform any obligation or (d) the
satisfaction of any condition specified in Article 2.  The Administrative
Agent shall not have any obligation to any Lender to ascertain or inquire about
the observance or performance of any agreement contained in any Loan Document or
to inspect the properties, books or records of the Borrower or any of its
Affiliates.  The Administrative Agent shall not be responsible to any
Lender or the Borrower for any determination concerning whether any Person is an
Eligible Assignee.

       

      
        
          
          

        

        
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      (d) 
         Reliance by Administrative
Agent.  As
between the Administrative Agent and the Lenders, the Administrative Agent shall
in all cases be entitled to rely, and shall be fully protected in relying, upon
any document, other writing or conversation reasonably believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
and upon advice and statements of legal counsel (including counsel to the
Borrower or any of its Affiliates), independent accountants and other experts
selected by the Administrative Agent.  The Administrative Agent shall in
all cases be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the
Lenders, and assurance of its indemnification, as it deems appropriate. 
Subject to Section 11.2, the Administrative Agent shall not effect any
waiver or grant any consent or make any determination (except as provided in
Section 1.5) without the direction of the Requisite Lenders.

       

      (e) 
         Notice of Events of
Default. 
The Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default unless it has received notice from any Lender or the
Borrower stating that a Default has occurred hereunder and describing such
Default.  Promptly upon receiving notice of the occurrence of any Default,
the Administrative Agent shall notify each Lender of such occurrence.  The
Administrative Agent shall take such action concerning a Default as may be
directed by the Requisite Lenders (or, if required for such action, all of the
Lenders), but until the Administrative Agent receives such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, as the Administrative Agent deems advisable and
in the best interests of the Lenders.

       

      (f) 
         Non-Reliance on
Administrative Agent and Other Lenders; Lender Representations.  Each Lender expressly
acknowledges that neither the Administrative Agent nor any of its respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates has made
any representations or warranties to it and that no act by the Administrative
Agent hereafter taken, including any review of the affairs of the Borrower or
any of its Affiliates, shall be deemed to constitute any representation or
warranty by the Administrative Agent.  Each Lender represents and warrants
to the Administrative Agent that, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, it has made and will continue to make
its own appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of the Borrower
and its own decision to enter into this Agreement and to take, or omit, action
under any Loan Document.  Except for items specifically required to be
delivered hereunder, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any information concerning the
Borrower or any of its Affiliates that comes into the possession of the
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

       

      (g) 
         Administrative Agent and
Affiliates.  Each of the
Administrative Agent and its Affiliates may extend credit to, accept deposits
from and generally engage in any kind of business with the Borrower or any of
its Affiliates and, in its role as Lender, [*] may exercise or refrain from
exercising its rights and powers as if it were not Administrative
Agent.

       

      
        
          
          

        

        
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      (h) 
         Indemnification.  Each Lender shall
indemnify and hold harmless each of the Administrative Agent and its officers,
directors, employees, representatives and agents (to the extent not reimbursed
by the Borrower and without limiting the obligation of the Borrower to do so),
ratably in accordance with its Pro Rata Share from and against any and all
liabilities, obligations, losses, damages, penalties, judgments, settlements,
costs, expenses and disbursements of any kind whatsoever (including in
connection with any investigative or threatened proceeding, whether or not the
Administrative Agent or such Person shall be designated a party thereto) that
may at any time be imposed on, incurred by or asserted against the
Administrative Agent or such Person as a result of, or related to, any of the
transactions contemplated by the Loan Documents or the execution, delivery or
performance of the Loan Documents or any other document furnished in connection
therewith (but excluding any such liabilities, obligations, losses, damages,
penalties, judgments, settlements, costs, expenses or disbursements resulting
solely from the gross negligence or willful misconduct of the Administrative
Agent or such Person as finally determined by a court of competent
jurisdiction).

       

      (i) 
          Successor Administrative
Agent.  The
Administrative Agent may, upon at least [*] days prior written notice to the
Borrower and each Lender, resign its position as the Administrative Agent. 
Such resignation shall not become effective until a successor Administrative
Agent is appointed by the Requisite Lenders and has accepted such
appointment.  Upon such acceptance of its appointment as the Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall succeed to and become vested with all the rights and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under the Loan
Documents.  After any retiring Administrative Agent’s resignation
hereunder, the provisions of Section 1.8 and this Section 9.2 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent.

       

      ARTICLE
10

       

      SUCCESSORS AND
ASSIGNS

       

      This
Agreement and the other Loan Documents shall be binding on and shall inure to
the benefit of the Loan Parties, the Administrative Agent, the Lenders and their
respective successors and assigns, except as otherwise provided herein or
therein. The Loan Parties may not assign, transfer, hypothecate or otherwise
convey their rights, benefits, obligations or duties hereunder or under any of
the other Loan Documents without the prior express written consent of the
Administrative Agent and the Lenders. Any such purported assignment, transfer,
hypothecation or other conveyance by the Loan Parties without the prior express
written consent of the Administrative Agent and Lenders shall be void. The terms
and provisions of this Agreement are for the purpose of defining the relative
rights and obligations of the Loan Parties, the Administrative Agent and Lenders
with respect to the transactions contemplated hereby and no Person shall be a
third party beneficiary of any of the terms and provisions of this Agreement or
any of the other Loan Documents.

       

      
        
          
          

        

        
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      ARTICLE
11

       

      MISCELLANEOUS

       

      SECTION
11.1.      Complete Agreement;
Modification of Agreement.

       

      The Loan
Documents constitute the complete agreement between the parties with respect to
the subject matter thereof and may not be modified, altered or amended except as
set forth in Section 11.2. Any letter of interest, commitment letter, fee letter
or confidentiality agreement, if any, between the Borrower and the
Administrative Agent or any Lender or any of their respective Affiliates,
predating this Agreement and relating to a financing of substantially similar
form, purpose or effect shall be superseded by this Agreement.

       

      SECTION
11.2.      Amendments and
Waivers.

       

      (a) 
         Except as otherwise expressly provided in this
Agreement, the Requisite Lenders (or the Administrative Agent with the prior
written consent of the Requisite Lenders), on the one hand, and the Loan
Parties, on the other hand, may from time to time enter into written amendments,
supplements or modifications for the purpose of adding, deleting or modifying
any provision of any Loan Document or changing in any manner the rights,
remedies, obligations and duties of the parties thereto, and with the written
consent of the Requisite Lenders, the Administrative Agent, on behalf of the
Lenders, may execute and deliver a written instrument waiving, on such terms and
conditions as may be specified in such instrument, any of the requirements
applicable to the Loan Parties, or any Default or Event of Default and its
consequences; provided,
that:

       

      (i) 
           no amendment, waiver or consent shall,
unless in writing and signed by the Administrative Agent and the Requisite
Lenders affect the rights or duties of the Administrative Agent under this
Agreement or the other Loan Documents; and

       

      (ii) 
          the Administrative Agent may, with the prior
written consent of the Borrower, amend, modify or supplement any Loan Document
to cure any ambiguity, typographical error, defect or
inconsistency;

       

      provided, further, that without
the prior written consent (in addition to Lenders required above to take such
action) of each Lender directly affected thereby, no such amendment, supplement,
modification or waiver shall be effective to:

       

      (iii) 
         (A) modify the Commitment of such Lender or
subject such Lender to any additional obligation, (B) extend any scheduled final
maturity of the Loan, (C) waive or reduce, or postpone or cancel any scheduled
date fixed for the payment of (it being understood that any mandatory prepayment
required under Section 1.2(b) does not constitute any scheduled date fixed for
payments), principal of or interest on the Loan or any fees owing to such
Lender, (D) reduce, or release any Loan Party from its obligations to repay, any
other Obligation owed to such Lender or (E) consent to the assignment or
transfer by any Loan Party of any of its rights and obligations under this
Agreement;

       

      (iv) 
         amend, modify or waive any provision of
Section 1.2 or 1.3;

       

      (v) 
         subordinate any of the Obligations or Liens
securing the Obligations, except as permitted by this Agreement or any other
Loan Document; or

       

      
        
          
          

        

        
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      (vi) 
         (A) amend, modify or waive this Section 11.2
or any other provision specifying the Administrative Agent, Lenders or group of
Lenders required for any amendment, modification or waiver thereof or (B) change
the respective percentages specified in the definition of “Requisite
Lenders”;

       

      provided, further, that no such
amendment, supplement, modification or waiver shall be effective to, without the
prior written consent of all Lenders:

       

      (vii) 
        release or permit the Loan Parties to sell or
otherwise dispose of all or substantially all of the Collateral provided for in
the Collateral Documents; provided, however, that no
waiver, amendment, supplement or modification shall be required for the
Administrative Agent to take additional Collateral pursuant to any Loan Document
or to release any Collateral to the extent any Loan Document expressly permits
the sale, assignment, lease, transfer, release, conveyance or other disposition
of such Collateral.

       

      (b) 
         Any waiver, amendment, supplement or
modification pursuant to this Section 11.2 shall apply equally to each of the
Lenders and shall be binding upon Lenders and all future holders of any of the
Loan, the Notes, and all other Obligations.

       

      (c) 
         Upon the Termination Date, the Administrative
Agent shall deliver to the Borrower termination statements, mortgage releases,
reconveyances and other documents necessary or appropriate to evidence the
termination of the Liens securing payment of the Obligations.

       

      SECTION
11.3.      Fees and
Expenses.

       

      The Loan
Parties shall be jointly and severally liable to the Administrative Agent for
all reasonable and documented out-of-pocket fees, costs and expenses (including
the reasonable and documented fees and expenses of all of its counsel, advisors,
consultants, auditors, appraisers and tax advisors) incurred in connection with
the negotiation, preparation and filing and/or recordation of the Loan Documents
and incurred by it in connection with:

       

      (a) 
         any amendment, modification or waiver of, or
consent with respect to, or termination of, any of the Loan Documents or advice
in connection with the administration of the Loan made pursuant hereto or its
rights hereunder or thereunder;

       

      (b) 
         any litigation, contest, dispute, suit,
proceeding or action (whether instituted by the Administrative Agent, any
Lender, the Loan Parties or any other Person and whether as a party, witness or
otherwise) in any way relating to the Collateral, any of the Loan Documents or
any other agreement to be executed or delivered in connection herewith or
therewith, including any litigation, contest, dispute, suit, case, proceeding or
action, and any appeal or review thereof, in connection with a case commenced by
or against any Loan Party or any other Person that may be obligated to the
Administrative Agent by virtue of the Loan Documents, including any such
litigation, contest, dispute, suit, proceeding or action arising in connection
with any work-out or restructuring of the Loan during the pendency of one or
more Events of Default; provided, that no
Person shall be entitled to reimbursement under this clause (b) in respect of
any litigation, contest, dispute, suit, proceeding or action to the extent any
of the foregoing results from such Person’s gross negligence, bad faith or
willful misconduct as finally determined by a court of competent
jurisdiction;

       

      
        
          
          

        

        
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      (c) 
         any attempt to enforce any remedies of the
Administrative Agent or any Lender against the Loan Parties or any other Person
that may be obligated to the Administrative Agent or any Lender by virtue of any
of the Loan Documents, including any such attempt to enforce any such remedies
in the course of any work-out or restructuring of the Loan during the pendency
of one or more Events of Default;

       

      (d) 
         any workout or restructuring of the Loan
during the pendency of one or more Events of Default; and

       

      (e) 
         efforts to (i) monitor the Loan or any of the
other Obligations, (ii) evaluate, observe or assess any of the Loan Parties or
their respective affairs, and (iii) verify, protect, evaluate, assess, appraise,
collect, sell, liquidate or otherwise dispose of any of the Collateral, in each
case pursuant to and in accordance with the terms of the Loan Documents;
including, as to each of clauses (a) through (e), all reasonable and documented
attorneys’ and other professional and service providers’ fees arising from such
services and other advice, assistance or other representation, including those
in connection with any appellate proceedings, and all reasonable and documented
expenses, costs, charges and other fees incurred by such counsel and others in
connection with or relating to any of the events or actions described in this
Section 11.3, all of which shall be payable, promptly after receipt by the
Borrower of reasonably detailed invoices therefor, by the  Loan Parties to
the Administrative Agent and shall be part of the Obligations. Without limiting
the generality of the foregoing, such expenses, costs, charges and fees may
include: reasonable and documented fees, costs and expenses of accountants,
environmental advisors, appraisers, investment bankers, management and other
consultants and paralegals; court costs and expenses; photocopying and
duplication expenses; court reporter fees, costs and expenses; long distance
telephone charges; air express charges; telegram or telecopy charges;
secretarial overtime charges; charges for any E-System; and reasonable and
documented expenses for travel, lodging and food paid or incurred in connection
with the performance of such legal or other advisory services.

       

      SECTION
11.4.      No
Waiver.

       

      The
Administrative Agent’s or any Lender’s failure, at any time or times, to require
strict performance by the Loan Parties of any provision of this Agreement or any
other Loan Document shall not waive, affect or diminish any right of the
Administrative Agent or such Lender thereafter to demand strict compliance and
performance herewith or therewith. Any suspension or waiver of an Event of
Default shall not suspend, waive or affect any other Event of Default whether
the same is prior or subsequent thereto and whether the same or of a different
type. Subject to the provisions of Section 11.2, none of the undertakings,
agreements, warranties, covenants and representations of the Loan Parties
contained in this Agreement or any of the other Loan Documents and no Default or
Event of Default by the Loan Parties shall be deemed to have been suspended or
waived by the Administrative Agent or any Lender, unless such waiver or
suspension is by an instrument in writing signed by an officer of or other
authorized employee of the Administrative Agent and the applicable Requisite
Lenders and directed to the  Loan Parties specifying such suspension or
waiver.

       

      
        
          
          

        

        
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      SECTION
11.5.      Remedies.

       

      The
Administrative Agent’s and Lenders’ rights and remedies under this Agreement
shall be cumulative and nonexclusive of any other rights and remedies that the
Administrative Agent or any Lender may have under any other agreement, including
the other Loan Documents, by operation of law or otherwise. Recourse to the
Collateral shall not be required.

       

      SECTION
11.6.      Severability.

       

      Wherever
possible, each provision of this Agreement and the other Loan Documents shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement or any other Loan Document shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement or such other Loan Document.

       

      SECTION
11.7.      Adjustments;
Set-off. 
(a) Except to the extent that this Agreement, any other Loan Document or a court
order expressly provides for payments to be allocated to a particular Lender, if
any Lender (a “Benefitted Lender”)
shall receive any payment of all or part of the Obligations owing to it (other
than in connection with an assignment made pursuant to Section 9.1), or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in Section
8.1(d), or otherwise), in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of the Obligations
owing to such other Lender, such Benefitted Lender shall purchase for cash from
the other Lenders a participating interest in such portion of the Obligations
owing to each such other Lender, or shall provide such other Lenders with the
benefits of any such collateral, as shall be necessary to cause such Benefitted
Lender to share the excess payment or benefits of such collateral ratably with
each of the Lenders; provided, however, that if all
or any portion of such excess payment or benefits is thereafter recovered from
such Benefitted Lender, such purchase shall be rescinded, and the purchase price
and benefits returned, to the extent of such recovery, but without
interest.

       

      (b) 
         In addition to any rights and remedies of the
Lenders provided by law, upon the occurrence and during the continuance of an
Event of Default, each Lender shall have the right, without notice to any Loan
Party, any such notice being expressly waived by each Loan Party to the extent
permitted by applicable law, upon any Obligations becoming due and payable by
any Loan Party (whether at the stated maturity, by acceleration or otherwise),
to apply to the payment of such Obligations, by setoff or otherwise, any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender, any affiliate thereof or
any of their respective branches or agencies to or for the credit or the account
of any Loan Party.  Each Lender agrees promptly to notify the applicable
Loan Party and the Administrative Agent after any such application made by such
Lender, provided that the
failure to give such notice shall not affect the validity of such
application.

       

      
        
          
          

        

        
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      SECTION
11.8.      Confidentiality.

       

      The
Administrative Agent and the Lenders agree to use commercially reasonable
efforts (equivalent to the efforts the Administrative Agent or each Lender
applies to maintain the confidentiality of its own confidential information) to
maintain as confidential all confidential information provided to them by the
Loan Parties and designated as confidential for a period of three (3) years
following receipt thereof, except that each of the Administrative Agent and the
Lenders may disclose such information (a) to Persons employed or engaged by the
Administrative Agent or such Lender (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
information and instructed to keep such information confidential); (b) to any
bona fide assignee or participant or potential assignee or participant that has
agreed to comply with the covenant contained in this Section 11.8 (and any such
bona fide assignee or participant or potential assignee or participant may
disclose such information to Persons employed or engaged by them as described in
clause (a) above); (c) as required or requested by any Governmental Authority or
reasonably believed by the Administrative Agent or such Lender to be compelled
by any court decree, subpoena or legal or administrative order or process (provided, that in the
event of any such disclosure under this clause (c) or clause (d) below, the
Administrative Agent or such Lender, as the case may be, agrees to use
commercially reasonable efforts to inform the Borrower of such disclosure to the
extent not prohibited by applicable law); (d) as, on the advice of the
Administrative Agent’s or such Lender’s counsel, is required by law; (e) in
connection with the exercise of any right or remedy under the Loan Documents or
in connection with any Litigation to which the Administrative Agent or such
Lender is a party related to the Loan Documents or the Loan or other Obligations
thereunder; (f) that ceases to be confidential through no fault of the
Administrative Agent or such Lender; and (g) to its affiliates and its and their
directors, officers, employees, advisors, representatives or agents (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such information and instructed to keep such
information confidential).

       

      SECTION
11.9.      GOVERNING
LAW.

       

      (a) 
         THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.

       

      (b) 
         ANY LEGAL ACTION OR PROCEEDING ARISING UNDER
ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT,
OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING
IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH
STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, THE
ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH LOAN
PARTY, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

       

      
        
          
          

        

        
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      SECTION
11.10.    Notices.

       

      (a) 
         Except as otherwise provided herein, whenever
it is provided herein that any notice, demand, request, consent, approval,
declaration or other communication shall or may be given to or served upon any
of the parties by any other parties, or whenever any of the parties desires to
give or serve upon any other parties any communication with respect to this
Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall be in writing and shall be deemed to have been validly
served, given or delivered (a) upon the earlier of actual receipt and [*]
Business Days after deposit in the United States Mail, registered or certified
mail, return receipt requested, with proper postage prepaid, (b) upon
transmission, when sent by telecopy or other similar facsimile transmission
(with such telecopy or facsimile promptly confirmed by delivery of a copy by
personal delivery or United States Mail as otherwise provided in this Section
11.10); (c) [*] Business Day after deposit with a reputable overnight courier
with all charges prepaid or (d) when delivered, if hand-delivered by messenger,
all of which shall be addressed to the party to be notified and sent to the
address or facsimile number indicated in Annex D or to such other address (or
facsimile number) as may be substituted by notice given as herein provided. The
giving of any notice required hereunder may be waived in writing by the party
entitled to receive such notice. Failure or delay in delivering copies of any
notice, demand, request, consent, approval, declaration or other communication
to any Person (other than the Borrower, the Lenders or the Administrative Agent)
designated in Annex D to receive copies shall in no way adversely affect the
effectiveness of such notice, demand, request, consent, approval, declaration or
other communication.

       

      (b) 
         Subject to the provisions of Section 11.10(a),
each of the Administrative Agent, the Loan Parties, the Lenders, and each of
their Related Persons is authorized (but not required) to transmit, post or
otherwise make or communicate, in its sole discretion, Electronic Transmissions
in connection with any Loan Document and the transactions contemplated therein;
provided, that notices to the Loan Parties shall not be made by any posting to
an Internet or extranet based site or other equivalent service but may be made
by e-mail or E-fax, if available, so long as such notices are also sent in
accordance with Section 11.10(a). Each of the Loan Parties and each Lender
hereby acknowledges and agrees that the use of Electronic Transmissions is not
necessarily secure and that there are risks associated with such use, including
risks of interception, disclosure and abuse and each indicates it assumes and
accepts such risks by hereby authorizing the transmission of Electronic
Transmissions.

       

      (c) 
         Subject to the provisions of Section 11.10(a),
(i)(A) no posting to any E-System shall be denied legal effect merely because it
is made electronically, (B) each E-Signature on any such posting shall be deemed
sufficient to satisfy any requirement for a “signature” and (C) each such
posting shall be deemed sufficient to satisfy any requirement for a “writing ,
in each case including pursuant to any Loan Document, any applicable provision
of any Uniform Commercial Code, the federal Uniform Electronic Transactions Act,
the Electronic Signatures in Global and National Commerce Act and any
substantive or procedural Requirement of Law governing such subject matter, (ii)
each such posting that is not readily capable of bearing either a signature or a
reproduction of a signature may be signed, and shall be deemed signed, by
attaching to, or logically associating with such posting, an E-Signature, upon
which each Lender and Loan Party may rely and assume the authenticity thereof,
(iii) each such posting containing a signature, a reproduction of a signature or
an E-Signature shall, for all intents and purposes, have the same effect and
weight as a signed paper original and (iv) each party hereto or beneficiary
hereto agrees not to contest the validity or enforceability of any posting on
any E-System or E-Signature on any such posting under the provisions of any
applicable Requirement of Law requiring certain documents to be in writing or
signed; provided, however, that nothing herein shall limit such party’s or
beneficiary’s right to contest whether any posting to any E-System or
E-Signature has been altered after transmission.

       

      
        
          
          

        

        
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      (d) 
         All uses of an E-System shall be governed by
and subject to, in addition to this Section 11.10, separate terms and conditions
posted or referenced in such E-System and related contractual obligations
executed by the Lenders and each Loan Party in connection with the use of such
E-System.

       

      (e) 
         ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS
SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE ADMINISTRATIVE AGENT
OR ANY OF ITS RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF
ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION AND DISCLAIMS ALL LIABILITY FOR ERRORS
OR OMISSIONS THEREIN. NO WARRANTY OF ANY KIND IS MADE BY THE ADMINISTRATIVE
AGENT OR ANY OF ITS RELATED PERSONS IN CONNECTION WITH ANY E SYSTEMS OR
ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM
VIRUSES OR OTHER CODE DEFECTS. The Loan Parties agree that the Administrative
Agent has no responsibility for maintaining or providing any equipment,
software, services or any testing required in connection with any Electronic
Transmission or otherwise required for any E-System.

       

      SECTION
11.11.    Section
Titles.

       

      The
Section titles and Table of Contents contained in this Agreement are and shall
be without substantive meaning or content of any kind whatsoever and are not a
part of the agreement between the parties hereto.

       

      SECTION
11.12.    Counterparts.

       

      This
Agreement may be executed in any number of separate counterparts, each of which
shall collectively and separately constitute one agreement.

       

      SECTION
11.13.    WAIVER OF JURY
TRIAL.

       

      THE
PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AMONG THE ADMINISTRATIVE AGENT, LENDERS AND ANY LOAN PARTY ARISING
OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR THE TRANSACTIONS RELATED THERETO.

       

      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

         

      

      SECTION
11.14.    Press Releases and Related
Matters.

       

      Each Loan
Party agrees that neither it nor its Affiliates will in the future issue any
press releases or other public disclosure using the name of the Administrative
Agent or any Lender or any of their respective Affiliates or referring to this
Agreement or the other Loan Documents without at least [*] Business Days’ prior
notice to the Administrative Agent or such Lender, as the case may be, and
without the prior written consent of the Administrative Agent or such Lender, as
the case may be, unless (and only to the extent that) the applicable Loan Party
or Affiliate is required to do so under law and then, in any event, the
applicable Loan Party or Affiliate will consult, to the extent permitted by law,
with the Administrative Agent or such Lender, as the case may be, before issuing
such press release or other public disclosure.  Each Loan Party consents to
the publication by the Administrative Agent and each Lender of advertising
material relating to the financing transactions contemplated by this Agreement
using the Loan Parties’ names, products photographs, logos or trademarks. The
Administrative Agent and each Lender, as applicable, shall provide a draft of
any advertising material to the Loan Parties for review and comment at least [*]
Business Days prior to the publication thereof. The Administrative Agent and
each Lender reserves the right to provide to industry trade organizations
information necessary and customary for inclusion in league table
measurements.

       

      SECTION
11.15.    Advice of
Counsel.

       

      Each of
the parties represents to each other party hereto that it has discussed this
Agreement and, specifically, the provisions of Sections 11.9 and 11.13, with its
counsel.

       

      SECTION
11.16.    No
Strict Construction.

       

      The
parties hereto have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of the authorship of any provisions of this
Agreement.

       

      SECTION
11.17.    Patriot
Act.

       

      Each
Lender and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Loan Parties that pursuant to the requirements of the
Patriot Act, it is required to obtain, verify and record information that
identifies the Loan Parties, which information includes the name and address of
the Loan Parties and other information that will allow such Lender or
Administrative Agent, as applicable, to identify the Loan Parties in accordance
with the Patriot Act.

       

      SECTION
11.18.    Conflict of
Terms.

       

      Except as
otherwise provided in this Agreement or any of the other Loan Documents by
specific reference to the applicable provisions of this Agreement, if any
provision contained in this Agreement conflicts with any provision in any of the
other Loan Documents, the provision contained in this Agreement shall govern and
control.

       

      [The
remainder of this page is intentionally left blank.]

       

      
        
           


        

        
          51

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, this Agreement has been duly executed as of the date first
written above.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    CHAUTAUQUA
      AIRLINES, INC., as the

                                    Borrower

                                  
	 
      
	
                                    By:

                                  	/s/
      Lars-Erik Arnell
	
                                    Name:  
      

                                  	Lars-Erik
      Arnell
	
                                    Title:

                                  	Vice
      President
	 
      
	
                                    REPUBLIC
      AIRWAYS HOLDINGS INC., as the

                                    Parent
      Guarantor

                                  
	 
      
	
                                    By:

                                  	/s/
      Lars-Erik Arnell
	
                                    Name:

                                  	Lars-Erik
      Arnell
	
                                    Title:

                                  	Vice
      President
	 
      
	
                                    [*],
      as Original Lender and Administrative Agent

                                  
	 
      
	
                                    By:

                                  	/s/
      [illegible]
	
                                    Name:

                                  	 
      
	
                                    Title:

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          52

          
            

          

        

        
           


        

      


      ANNEX
A

      TO

      CREDIT
AGREEMENT

       

      DEFINITIONS

       

      Capitalized
terms used in the Loan Documents shall have (unless otherwise provided elsewhere
in the Loan Documents) the following respective meanings and all references to
Sections, Exhibits, Schedules or Annexes in the following definitions shall
refer to Sections, Exhibits, Schedules or Annexes of or to this
Agreement:

       

      “Account Debtor” means any
Person who may become obligated to a Borrower Group Member under, with respect
to, or on account of, an Account, Chattel Paper or General Intangibles
(including a payment intangible).

       

      “Accounts” means all
“accounts,” as such term is defined in the Code, now owned or hereafter acquired
by a Borrower Group Member, including (a) all accounts receivable, other
receivables, book debts and other forms of obligations (other than forms of
obligations evidenced by Chattel Paper or Instruments), (including any such
obligations that may be characterized as an account or contract right under the
Code), (b) all of each Borrower Group Member’s rights in, to and under all
purchase orders or receipts for goods or services, (c) all of each Borrower
Group Member’s rights to any goods represented by any of the foregoing
(including unpaid sellers’ rights of rescission, replevin, reclamation and
stoppage in transit and rights to returned, reclaimed or repossessed goods), (d)
all healthcare insurance receivables, and (e) all collateral security of any
kind, now or hereafter in existence, given by any Account Debtor or other Person
with respect to any of the foregoing.

       

      “Administration Fee” has the
meaning ascribed to it in Section 1.6(b).

       

      “Administrative Agent” has the
meaning ascribed to it in the Preamble.

       

      “Administrative Agent’s
Account” means the Administrative Agent’s account number [*] at [*],
or such other account at a bank in the United States designated to the Borrower
and the Lenders by the Administrative Agent.

       

      “Adjusted Appraised Value”
shall mean [*] of the then Appraised Value of the Collateral less the face
amount of any principal of, and accrued and unpaid interest and fees on, any
Indebtedness or other obligations (other than the Obligations) secured by a
first-priority Lien on the Collateral (notwithstanding that this Agreement or
any other Loan Document may not permit such Indebtedness or other obligations to
be secured by the Collateral).

       

      “Affected Lender” has the
meaning ascribed to it in Section 1.13(a).

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

         

      

      “Affiliate” means, with respect
to any Person, (a) each Person that, directly or indirectly, owns or controls,
whether beneficially, or as a trustee, guardian or other fiduciary, [*] or more
of the Stock having ordinary voting power in the election of directors of such
Person, (b) each Person that controls, is controlled by or is under common
control with such Person, and (c) each of such Person’s joint venturers and
partners who are Affiliates under clause (a) hereof. For the purposes of this
definition, “control” of a Person shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of its management or
policies, whether through the ownership of voting securities, by contract or
otherwise; provided, that the term “Affiliate,” when used with reference to any
Loan Party, shall specifically exclude the Administrative Agent and each
Lender.

       

      “Airport Authority” means any
city or any public or private board or other body or organization chartered or
otherwise established for the purpose of administering, operating or managing
airports or related facilities, which in each case is an owner, administrator,
operator or manager of one or more airports or related facilities.

       

      “Appendices” has the meaning
ascribed to it in the recitals to this Agreement.

       

      “Applicable Rate” means [*] per
annum; provided, however, if the
Projections for the [*] Fiscal Year or the [*] Fiscal Year delivered pursuant to
Section 4.1 demonstrate a prospective material adverse change in the financial
condition of the Parent Guarantor and its subsidiaries, taken as a whole, or the
Borrower and its subsidiaries, taken as a whole, as compared with the Initial
Projections, the parties hereto agree to negotiate in good faith a reasonable
increase to such rate.

       

      “Appraised Value” means the
fair market value of the Collateral determined by an appraiser of nationally
recognized standing selected by the Administrative Agent, acting reasonably, and
reported to the Administrative Agent pursuant to the Appraised Value
Report.

       

      “Appraised Value Report” means
a written report from an appraiser of nationally recognized standing selected by
the Administrative Agent, acting reasonably, in form and substance reasonably
satisfactory to the Administrative Agent setting forth the Appraised Value of
the Collateral.

       

      “Approved Fund” means, with
respect to any Lender, any Person (other than a natural Person) that (a) is or
will be engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business and (b) is advised or managed by (i) such Lender, (ii) any Affiliate of
such Lender or (iii) any Person (other than an individual) or any Affiliate of
any Person (other than an individual) that administers or manages such
Lender.

       

      “Arrangement Fee” has the
meaning ascribed to it in Section 1.6(a).

       

      “Asset Sale” has the meaning
ascribed to it in Section 6.1.

       

      “Assignment” means an
assignment and assumption agreement substantially in the form published by the
Loan Syndications and Trading Association or another form reasonably acceptable
to the Administrative Agent.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

         

      

      “Aviation Authority” means any
governmental authority of any nation, state, province or other political
subdivision thereof, and any agency, department, regulator, airport authority,
air navigation authority or other entity, in each case exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government in respect of the regulation of commercial aviation or the
registration, airworthiness or operation of civil aircraft and having
jurisdiction over the Borrower including, without limitation, the FAA and
DOT.

       

      “Bankruptcy Code” means the
provisions of Title 11 of the United States Code, 11 U.S.C. Sections 101 et
seq.

       

      “Bombardier Purchase Agreement”
means the Purchase Agreement (No. [*]), dated [*], between Bombardier Inc., a
Canadian corporation, as represented by Bombardier Aerospace, Commercial
Aircraft, and Republic Holdings.

       

      “Books and Records” means books
and records of any Person, including financial, corporate, operations and sales
books, records, books of account, sales and purchase records, lists of suppliers
and customers, formulae, business reports, plans and projections and all other
documents, logs, surveys, plans, files, records, assessments, correspondence,
and other data and information, financial or otherwise, and all aircraft
manuals, log books and other documents and records, including all data and
information stored on computer-related or other electronic media.

       

      “Borrower” has the meaning
ascribed thereto in the preamble to this Agreement.

       

      “Borrower Group” means the
Borrower and each of its Subsidiaries.

       

      “Borrower Group Member” means
any member of the Borrower Group.

       

      “Business Day” means (i) any
day that is not a Saturday, a Sunday or a day on which banks are required or
permitted by law to be closed in the State of New York, and (ii) with respect to
all notices and determinations in connection with LIBOR, and borrowings and
payments of principal and interest on any Loan that bears interest based on
LIBOR, any day which is a Business Day described in clause (i) above and which
is also a day for trading by and between banks in the London interbank
Eurodollar market.

       

      “Capital Expenditures” means,
for any period, with respect to any Person, the aggregate of all expenditures by
such Person and its Subsidiaries for the acquisition or leasing (pursuant to a
Capital Lease) of fixed or capital assets or additions to equipment (including
replacements, capitalized repairs and improvements during such period) that
should be capitalized under GAAP on a consolidated balance sheet of such Person
and its Subsidiaries.  For purposes of this definition, the purchase price
of equipment that is purchased simultaneously with the trade-in of existing
equipment or with insurance proceeds shall be included in Capital Expenditures
only to the extent of the gross amount by which such purchase price exceeds the
credit granted by the seller of such equipment for the equipment being traded in
at such time or the amount of such insurance proceeds, as the case may
be.

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

         

      

      “Capital Lease” means, with
respect to any Person, any lease of any property (whether real, personal or
mixed) by such Person as lessee that, in accordance with GAAP, would be required
to be classified and accounted for as a capital lease on a balance sheet of such
Person.

       

      “Capital Lease Obligation”
means, with respect to any Capital Lease of any Person, the amount of the
obligation of the lessee thereunder that, in accordance with GAAP, would appear
on a balance sheet of such lessee in respect of such Capital Lease.

       

      “Cash Equivalents”  means
(a) marketable direct obligations issued by, or unconditionally guaranteed by,
the United States government or issued by any agency thereof and backed by the
full faith and credit of the United States, in each case maturing within three
months from the date of acquisition; (b) certificates of deposit, time deposits,
eurodollar time deposits or overnight bank deposits having maturities of three
months or less from the date of acquisition issued by any Lender or by any
commercial bank organized under the laws of the United States or any state
thereof having combined capital and surplus of not less than [*]; (c) commercial
paper of an issuer rated at least [*] by S&P or [*] by Moody’s, or carrying
an equivalent rating by a nationally recognized rating agency, if both of the
two named rating agencies cease publishing ratings of commercial paper issuers
generally, and maturing within three months from the date of acquisition; (d)
repurchase obligations of any Lender or of any commercial bank satisfying the
requirements of clause (b) of this definition, having a term of not more than
[*] days, with respect to securities issued or fully guaranteed or insured by
the United States government; (e) securities with maturities of three months or
less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or
taxing authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are
rated at least [*] by S&P or [*] by Moody’s; (f) securities with maturities
of three months or less from the date of acquisition backed by standby letters
of credit issued by any Lender or any commercial bank satisfying the
requirements of clause (b) of this definition; (g) money market mutual or
similar funds that invest exclusively in assets satisfying the requirements of
clauses (a) through (f) of this definition; or (h) money market funds that (i)
comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company
Act of 1940, as amended, (ii) are rated [*] by S&P and Aaa by Moody’s and
(iii) have portfolio assets of at least [*].

       

      “CERCLA” means the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980
(42 U.S.C. Sections 9601 et seq.).

       

      “Certificate re Non-Bank
Status” means a certificate substantially in the form of Exhibit C
annexed hereto.

       

      “Certificated Air Carrier”
means a Person holding an air carrier operating certificate issued pursuant to
Chapter 447 of Title 49, for aircraft capable of carrying ten or more
individuals or 6,000 pounds or more of cargo, or that is otherwise certified or
registered to the extent required to fall within the purview of Section 1110 of
the Bankruptcy Code.

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

         

      

      “Change of Control” means
(i) any “person” or “group” (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) shall become, or obtain rights (whether by means or warrants, options or
otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act), directly or indirectly, of more than [*] of the
outstanding common stock of the Parent Guarantor; or (ii) the board of
directors of the Parent Guarantor shall cease to consist of a majority of
Continuing Directors.

       

      “Charges” means all federal,
state, county, city, municipal, local, foreign or other governmental Taxes
(including Taxes owed to the PBGC at the time due and payable), levies,
assessments, charges, liens, claims or encumbrances (including interest and
penalties relating thereto) upon or relating to (a) the Collateral, (b) the
Obligations, (c) the employees, payroll, income or gross receipts of any Person,
(d) any Person’s ownership or use of any properties or other assets, or (e) any
other aspect of any Person’s business.

       

      “Chattel Paper” means any
“chattel paper,” as such term is defined in the Code, including electronic
chattel paper, now owned or hereafter acquired by the Borrower, wherever
located.

       

      “Chautauqua Airlines” has the
meaning ascribed thereto in the preamble to this Agreement.

       

      “Closing Date” has the meaning
specified in Section 2.1.

       

      “Code” means the Uniform
Commercial Code as the same may, from time to time, be enacted and in effect in
the State of New York; provided, that to the
extent that the Code is used to define any term herein or in any Loan Document
and such term is defined differently in different Articles or Divisions of the
Code, the definition of such term contained in Article or Division 9 of the Code
shall govern; provided, further, that in the
event that, by reason of mandatory provisions of law, any or all of the
attachment, perfection or priority of, or remedies with respect to, the
Administrative Agent’s or any Lender’s Lien on any Collateral is governed by the
Uniform Commercial Code as enacted and in effect in a jurisdiction other than
the State of New York, the term “Code” shall mean the Uniform Commercial Code as
enacted and in effect in such other jurisdiction solely for purposes of the
provisions thereof relating to such attachment, perfection, priority or remedies
and for purposes of definitions related to such provisions.

       

      “Collateral” means all property
and interests in property and proceeds thereof now owned or hereafter acquired
by any Borrower Group Member in or upon which a Lien is granted under this
Agreement or any Collateral Documents.

       

      “Collateral Documents” means
the Guarantee and Collateral Agreement and any other agreement, instrument or
document that creates or purports to create a Lien or guarantee in respect of
the Obligations in favor of the Administrative Agent for the benefit of the
Lenders.

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

         

      

      “Commission” means the U.S.
Securities and Exchange Commission.

       

      “Commitment” means (a) as to
any Lender, the commitment of such Lender to make its Pro Rata Share of the Loan
as set forth on Annex E to this Agreement or in the most recent Assignment
executed by such Lender, and (b) as to all Lenders, the aggregate commitment of
all Lenders to make the Loan, as to each of clauses (a) and (b), as such
Commitments may be reduced, amortized or adjusted from time to time in
accordance with this Agreement. After advancing the aggregate amount of the
Commitment, each reference to a Lender’s Commitment shall refer to that Lender’s
Pro Rata Share of the outstanding Loan.

       

      “Compliance Certificate” has
the meaning ascribed to it in clause (a) of Annex B.

       

      “Consolidated Net Income”
means, for any period, the consolidated net income (or loss) of a Person,
determined on a consolidated basis in accordance with GAAP; provided that there
shall be excluded (a) the income (or deficit) of any Person accrued prior to the
date it becomes a Subsidiary of, or is merged into or consolidated with such
Person or a Subsidiary thereof, (b) the income (or deficit) of any Person (other
than a Subsidiary of such Person) in which such Person or a Subsidiary thereof
has an ownership interest, except to the extent that any such income is actually
received by such Person or a Subsidiary thereof, in the form of dividends or
similar distributions and (c) the undistributed earnings of any Subsidiary
(other than any Loan Party) to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any contractual obligation (other than under any Loan
Document) or Requirement of Law applicable to such Subsidiary.

       

      “Continuing Directors” means
the directors of the Parent Guarantor on the Closing Date after giving effect to
the Transactions, and each other director, if, in each case, such other
director’s nomination for election to the board of directors of the Parent
Guarantor is recommended by at least a majority of the then Continuing
Directors.

       

      “Contracts” means all
“contracts,” as such term is defined in the Code, now owned or hereafter
acquired by any Borrower Group Member, in any event, including all contracts,
undertakings, or agreements (other than rights evidenced by Chattel Paper,
Documents or Instruments) in or under which such Borrower Group Member may now
or hereafter have any right, title or interest, including any agreement relating
to the terms of payment or the terms of performance of any Account.

       

      “Copyright License” means any
and all rights now owned or hereafter acquired by any Borrower Group Member
under any written agreement granting any right to use any copyright or copyright
registration.

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

         

      

      “Copyrights” means all of the
following now owned or hereafter adopted or acquired by any Borrower Group
Member: (a) all copyrights and General Intangibles of like nature (whether
registered or unregistered), all registrations and recordings thereof, and all
applications in connection therewith, including all registrations, recordings
and applications in the United States Copyright Office or in any similar office
or agency of the United States, any state or territory thereof, or any other
country or any political subdivision thereof, and (b) all reissues, extensions
or renewals thereof.

       

      “Cross Default” has the meaning
specified in Section 8.1(k).

       

      “Cross Default Agreements”
means the transaction documents or other agreements (other than the Loan
Documents) relating to the purchase, finance, guarantee, lease, sale, service,
or supply of airframes, engines, maintenance and/or spare parts, or other
agreements entered into from time to time, in a transaction between (a) any of
the Borrower, the Parent Guarantor or any of their respective Affiliates, on the
one hand, and (b) any Lender Party on the other hand.

       

      “Debtor Relief Laws” means all
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief Laws of applicable jurisdictions from time to time in
effect and affecting the rights of creditors generally.

       

      “Default” means any event that,
with the passage of time or notice or both, would, unless cured or waived,
become an Event of Default.

       

      “Default Rate” has the meaning
ascribed to it in Section 1.5(b).

       

      “Documents” means any
“documents,” as such term is defined in the Code, now owned or hereafter
acquired by any Borrower Group Member, wherever located.

       

      “Dollars” or “$” means lawful currency of
the United States of America.

       

      “DOT” shall mean the United
States Department of Transportation or any analogous successor
agency.

       

      “E-Fax” means any system used
to receive or transmit faxes electronically.

       

      “E-Signature” means the process
of attaching to or logically associating with an Electronic Transmission an
electronic symbol, encryption, digital signature or process (including the name
or an abbreviation of the name of the party transmitting the Electronic
Transmission) with the intent to sign, authenticate or accept such Electronic
Transmission.

       

      “E-System” means any electronic
system, including Intralinks(R) and any other Internet or extranet-based site,
whether such electronic system is owned, operated or hosted by the
Administrative Agent, any of its Related Persons or any other Person, providing
for access to data protected by passcodes or other security system.

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

         

      

      “EBITDA” means, for any Person
for any period, Consolidated Net Income of such Person for such period plus, without
duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income for such period, the sum of (a) income tax expense, (b)
interest expense, amortization or writeoff of debt discount and debt issuance
costs and commissions, discounts and other fees and charges associated with
Indebtedness (including the Loans), (c) depreciation and amortization expense,
(d) amortization of intangibles (including, but not limited to, goodwill) and
organization costs and (e) any extraordinary or non-recurring non-cash expenses
or losses (including, whether or not otherwise includable as a separate item in
the statement of such Consolidated Net Income for such period, non-cash losses
on sales of assets outside of the ordinary course of business), and minus, (a) to the
extent included in the statement of such Consolidated Net Income for such
period, the sum of (i) interest income, (ii) any extraordinary or non-recurring
income or gains (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period, gains on
the sales of assets outside of the ordinary course of business), (iii) income
tax credits (to the extent not netted from income tax expense) and (iv) any
other non-cash income and (b) any cash payments made during such period in
respect of items described in clause (e) above subsequent to the fiscal quarter
in which the relevant non-cash expenses or losses were reflected as a charge in
the statement of Consolidated Net Income, all as determined on a consolidated
basis.  For the purposes of calculating EBITDA for any period of four
consecutive fiscal quarters (each, a “Reference Period”), (i) if at
any time during such Reference Period such Person shall have made any Material
Disposition, the EBITDA for such Reference Period shall be reduced by an amount
equal to the EBITDA (if positive) attributable to the property that is the
subject of such Material Disposition for such Reference Period or increased by
an amount equal to the EBITDA (if negative) attributable thereto for such
Reference Period and (ii) if during such Reference Period such Person shall have
made a Material Acquisition, EBITDA for such Reference Period shall be
calculated after giving pro forma effect thereto
as if such Material Acquisition occurred on the first day of such Reference
Period.  As used in this definition, “Material Acquisition” means
any acquisition of property or series of related acquisitions of property that
(a) constitutes assets comprising all or substantially all of an operating unit
of a business or constitutes all or substantially all of the common stock of a
Person and (b) involves the payment of consideration in excess of [*]; “Material Disposition” means
any Disposition of property or series of related Dispositions of property that
yields gross proceeds in excess of [*]; and “Disposition” means the sale,
transfer, license, lease or other disposition (including any sale and leaseback
transaction) of any property (or the granting of any option or other right to do
any of the foregoing), including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith.

       

      “Electronic Transmission” means
each notice, request, instruction, demand, report, authorization, agreement,
document, file, information and any other communication transmitted, posted or
otherwise made or communicated by e-mail, E-Fax, Internet or extranet-based site
or any other equivalent electronic service, whether owned, operated or hosted by
the Administrative Agent, any Affiliate of the Administrative Agent or any other
Person.

       

      “Eligible Assignee” means any
assignee permitted by and consented to in accordance with
Section 9.1(a).

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

         

      

      “Environmental Laws” means all
applicable federal, state, local and foreign laws, statutes, ordinances, codes,
principles of common law, rules, standards and regulations, now or hereafter in
effect, and any applicable judicial or administrative interpretation thereof,
including any applicable judicial or administrative order, consent decree or
judgment, imposing liability or standards of conduct for or relating to the
regulation and protection of human health, safety, the environment and natural
resources (including ambient air, surface water, groundwater, wetlands, land
surface or subsurface strata, wildlife, aquatic species and vegetation).
Environmental Laws include CERCLA; the Hazardous Materials Transportation Act of
1994 (49 U.S.C. Sections 5101 et seq.); the Federal Insecticide, Fungicide, and
Rodenticide Act (7 U.S.C. Sections 136 et seq.); the Resource Conservation and
Recovery Act (42 U.S.C. Sections 6901 et seq.); the Toxic Substances Control Act
(15 U.S.C. Sections 2601 et seq.); the Clean Air Act (42 U.S.C. Sections 7401 et
seq.); the Clean Water Act (33 U.S.C. Sections 1251 et seq.); the Occupational
Safety and Health Act (29 U.S.C. Sections 651 et seq.); and the Safe Drinking
Water Act (42 U.S.C. Sections 300(f) et seq.), and any and all regulations
promulgated thereunder, and all analogous state, local and foreign counterparts
or equivalents and any transfer of ownership notification or approval
statutes.

       

      “Environmental Liabilities”
means, with respect to any Person, all liabilities, obligations,
responsibilities, response, remedial and removal costs, investigation and
feasibility study costs, capital costs, operation and maintenance costs, losses,
damages, punitive damages, property damages, natural resource damages,
consequential damages, treble damages, costs and expenses (including all
reasonable fees, disbursements and expenses of counsel, experts and
consultants), fines, penalties, sanctions and interest incurred as a result of
or related to any claim, suit, action, investigation, proceeding or demand by
any Person, whether based in contract, tort, implied or express warranty, strict
liability, criminal or civil statute or common law, Environmental Laws or
Environmental Permits, in each case, in connection with, or otherwise related
to, any Release or threatened Release or presence of a Hazardous Material
(whether on, at, in, under, from or about or in the vicinity of any real or
personal property) or any environmental or Hazardous Material exposure
matter.

       

      “Environmental Permits” means
all permits, licenses, authorizations, certificates, approvals or registrations
required by any Governmental Authority under any Environmental
Laws.

       

      “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and any
regulations promulgated thereunder.

       

      “ERISA Affiliate” means, with
respect to any Borrower Group Member, any trade or business (whether or not
incorporated) that, together with such Borrower Group Member, is treated as a
single employer within the meaning of Sections 414(b), (c), (m) or (o) of the
IRC.

       

      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

         

      

      “ERISA Event” means, with respect to
any Borrower Group Member or ERISA Affiliate, (a) the complete or partial
withdrawal of such Borrower Group Member or ERISA Affiliate from any
Multiemployer Plan or the incurrence by any Borrower or ERISA Affiliate of any
Withdrawal Liability; (b) the institution of proceedings to terminate a
Multiemployer Plan by the PBGC; (c) the failure by such Borrower Group Member or
ERISA Affiliate to make when due required contributions to a Multiemployer Plan
or any Foreign Plan; (d) any other event or condition that would reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Multiemployer Plan or for
the imposition of liability under Section 4212(c) of ERISA; (e) the termination
of a Multiemployer Plan under Section 4041A of ERISA or the Reorganization or
Insolvency of a Multiemployer Plan under Section 4241 or 4245 of ERISA; (f) any
Multiemployer Plan being, or being reasonably expected to be, in “endangered
status” or “critical status” within the meaning of Section 432 of the IRC; (g)
the imposition of a Lien (or the occurrence of conditions presenting a material
risk of the imposition of a Lien) on the assets of such Borrower Group Member or
ERISA Affiliate arising under ERISA or Subchapter D of Chapter 1 of the IRC or
under applicable non-US law; (h) the occurrence of any Reportable Event; (i) any
failure by any Title IV Plan to satisfy the minimum funding standards (within
the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA)
applicable to such Title IV Plan, whether or not waived; (j) the filing pursuant
to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Title IV Plan; (k)
the failure to make by its due date a required installment under Section 430(j)
of the Code with respect to any Title IV Plan; (l) a determination that any
Title IV Plan is in “at risk” status (within the meaning of Section 430 of the
Code or Section 303 of ERISA); (m) the receipt by any Borrower Group Member of
ERISA Affiliates from the PBGC or a plan administrator of any notice relating to
an intention to terminate any Title IV Plan or to appoint a trustee to
administer any Title IV Plan under Section 4042 of ERISA; (n) the incurrence by
any Borrower Group Member or ERISA Affiliate of any liability under Title IV of
ERISA with respect to the termination of a Title IV Plan; or (o) with respect to
any non-US defined benefit Pension Plan, (A) the failure to make or, if
applicable, accrue in accordance with normal accounting practices, any employer
or employee contributions required by applicable law or by the terms of such
non-US defined benefit Pension Plan; (B) the failure to register any non-US
defined benefit Pension Plan required to be registered or the loss of good
standing with applicable regulatory authorities of any such Plan; or (C) the
failure of any non-US defined benefit Pension Plan to comply with any material
provisions of applicable law and regulations or with the material terms of such
Plan.

       

      “ESOP” means a Pension Plan
that is intended to satisfy the requirements of 4975(e)(7) of the
IRC.

       

      “Event of Default” has the
meaning ascribed to it in Section 8.1.

       

      
        
          
          

        

        
          A-10

          
            

          

        

        
          
          

        

         

      

      “Excluded Taxes” of a Person
means (A) any Tax imposed on all or part of the income, profits or gains
(whether worldwide, or only insofar as such income, profits or gains are
considered to arise in or to relate to a particular jurisdiction) of that
Person, any franchise, doing business, net worth or capital-based Tax imposed on
that Person, and any intangibles Tax or similar Tax imposed on the principal
amount or value of the Loan, by any jurisdiction (including the United States)
(i) in which that Person is organized, (ii) in which that Person’s principal
office or applicable lending office is located, or (iii) in which that Person is
subject to such Tax as a result of, and would not be subject to such Tax but
for, that Person doing business therein unrelated to the transactions
contemplated in this Agreement, (B) any Tax imposed on a transferee (including a
participant) of a Lender or on payments to a transferee to the extent that,
under applicable law in effect on the date of the transfer to such transferee,
the amount of such Taxes exceeds the amount of such Taxes that would have been
imposed on the transferor to such transferee or on payments to such transferor
and indemnified against hereunder (with appropriate adjustment to reflect the
amount of the Loan acquired by such transferee) or (C) any Tax to the extent
that liability for such Tax is caused by, and would not have been incurred but
for, (i) the gross negligence or willful misconduct of such Person or of an
Affiliate, employer, director, officer, employee, agent, successor or permitted
assignee of such Person or (ii) the inaccuracy of any representation of such
Person in any Loan Document or (iii) the breach by such Person of any of its
obligations under Section 1.10(c).

       

      “FAA” means the Federal
Aviation Administration of the United States of America, and any successor
Governmental Authority.

       

      “Facility” has the meaning
ascribed to it in the recitals to this Agreement.

       

      “Fair Labor Standards Act”
means the Fair Labor Standards Act, 29 U.S.C. Section 201 et seq.

       

      “Federal Reserve Board” means
the Board of Governors of the Federal Reserve System.

       

      “Fees” means any and all fees
payable to the Original Lender, the Administrative Agent or any Lender pursuant
to this Agreement or any of the other Loan Documents, including the Arrangement
Fee, the Prepayment Fee, if applicable, and the Administration Fee.

       

      “Financial Covenants” means the
financial covenants set forth in Annex C.

       

      “Financial Statements” means
the consolidated income statements, statements of cash flows and balance sheets
of (i) the Parent Guarantor and its Subsidiaries (including the Borrower Group)
and (ii) the Borrower Group, delivered in accordance with Section 2.1(f) and
Annex B.

       

      “Financing” has the meaning
ascribed to it in the recitals to this Agreement.

       

      “Fiscal Month” means any of the
monthly accounting periods of the Parent Guarantor, the Borrower or any of their
respective Subsidiaries, as applicable.

       

      “Fiscal Quarter” means any of
the quarterly accounting periods of the Parent Guarantor, the Borrower or any of
their respective Subsidiaries, as applicable, ending on March 31, June 30,
September 30 and December 31 of each year.

       

      
        
          
          

        

        
          A-11

          
            

          

        

        
          
          

        

         

      

      “Fiscal Year” means any of the
annual accounting periods of the Parent Guarantor, the Borrower or any of their
respective Subsidiaries, as applicable, ending on December 31 of each
year.

       

      “Foreign Person” has the
meaning ascribed to it in Section 1.10(c)(i).

       

      “Foreign Plan” means each
employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or
not subject to ERISA) that is not subject to U.S. law and is maintained or
contributed to by any Borrower Group Member or any ERISA Affiliate.

       

      “GAAP” means generally accepted
accounting principles in the United States of America, consistently
applied.

       

      “Gate Interests” shall mean all
of the right, title, privilege, interest, and authority now or hereafter
acquired or held by any Borrower Group Member in connection with the right to
use or occupy holdroom and passenger boarding and deplaning space (including,
without limitation, hardstand positions) at any airport terminal located in the
United States at which any Borrower Group Member conducts scheduled
operations.

       

      “General Intangibles” means
“general intangibles,” as such term is defined in the Code, now owned or
hereafter acquired by any Borrower Group Member, including all right, title and
interest that such Borrower Group Member may now or hereafter have in or under
any Contract, all payment intangibles, customer lists, Licenses, Copyrights,
Trademarks, Patents, and all applications therefor and reissues, extensions or
renewals thereof, rights in Intellectual Property, interests in partnerships,
joint ventures and other business associations, licenses, permits, copyrights,
trade secrets, proprietary or confidential information, inventions (whether or
not patented or patentable), technical information, procedures, designs,
knowledge, know-how, Software, data bases, data, skill, expertise, experience,
processes, models, drawings, materials and records, goodwill (including the
goodwill associated with any Trademark or Trademark License), all rights and
claims in or under insurance policies (including insurance for fire, damage,
loss and casualty, whether covering personal property, real property, tangible
rights or intangible rights, all liability, life, key man and business
interruption insurance, and all unearned premiums), uncertificated securities,
choses in action, rights to receive tax refunds and other payments, rights to
receive dividends, distributions, cash, Instruments and other property in
respect of or in exchange for Stock and Investment Property, rights of
indemnification, all Books and Records, correspondence, credit files, invoices
and other papers, including without limitation all tapes, cards, computer runs
and other papers and documents in the possession or under the control of the
Borrower or any computer bureau or service company from time to time acting for
the Borrower.

       

      “Governmental Authority” means
any nation or government, any state or other political subdivision thereof, and
any agency, department or other entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
including but not limited to, any Aviation Authority.

       

      
        
          
          

        

        
          A-12

          
            

          

        

        
          
          

        

         

      

      “Guarantee” means the guarantee
entered into by each Guarantor under Section 2 of the Guarantee and Collateral
Agreement.

       

      “Guarantee and Collateral
Agreement” means the Guarantee and Collateral Agreement to be executed
and delivered by each Loan Party, substantially in the form of Exhibit
B.

       

      “Guaranteed Indebtedness”
means, as to any Person, any obligation of such Person guaranteeing, providing
comfort or otherwise supporting any Indebtedness (“primary obligation”) of any
other Person (the “primary obligor”) in any manner, including any obligation or
arrangement of such Person to (a) purchase or repurchase any such primary
obligation, (b) advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency or any
balance sheet condition of the primary obligor, (c) purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation, (d) protect the beneficiary of such arrangement from
loss (other than product warranties given in the ordinary course of business) or
(e) indemnify the owner of such primary obligation against loss in respect
thereof. The amount of any Guaranteed Indebtedness at any time shall be deemed
to be an amount equal to the lesser at such time of (x) the stated or
determinable amount of the primary obligation in respect of which such
Guaranteed Indebtedness is incurred and (y) the maximum amount for which such
Person may be liable pursuant to the terms of the instrument embodying such
Guaranteed Indebtedness, or, if not stated or determinable, the maximum
reasonably anticipated liability (assuming full performance) in respect
thereof.

       

      “Guarantors” has the meaning
ascribed to it in the preamble to this Agreement.

       

      “Hazardous Material” means any
substance, material or waste that is regulated by, or forms the basis of
liability now or hereafter under, any Environmental Laws, including any material
or substance that is (a) defined as a “solid waste,” “hazardous waste,”
“hazardous material,” “hazardous substance,” “extremely hazardous waste,”
“restricted hazardous waste, “ “pollutant, “contaminant,” “hazardous
constituent,” “special waste,” “toxic substance” or other similar term or phrase
under any Environmental Laws, or (b) petroleum or any fraction or by-product
thereof, asbestos, polychlorinated biphenyls (PCBs), or any radioactive
substance.

       

      “IATA” means International Air
Transport Association.

       

      
        
          
          

        

        
          A-13

          
            

          

        

        
          
          

        

         

      

      “Indebtedness” means, with
respect to any Person, without duplication, (a) all indebtedness of such Person
for borrowed money or for the deferred purchase price of property payment for
which is deferred six (6) months or more, but excluding obligations to trade
creditors incurred in the ordinary course of business that are not overdue by
more than six (6) months unless being contested in good faith, (b) all
reimbursement and other obligations with respect to letters of credit, bankers’
acceptances and surety bonds, whether or not matured, (c) all obligations
evidenced by notes, bonds, debentures or similar instruments, (d) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e)
all Capital Lease Obligations and the capitalized amount of remaining lease or
similar payments under all synthetic leases that would appear on the balance
sheet of such Person in accordance with GAAP if such synthetic leases were
accounted for as a Capital Lease, (f) all net obligations of such Person under
commodity purchase or option agreements or other commodity price hedging
arrangements, in each case whether contingent or matured, (g) all net
obligations of such Person under any foreign exchange contract, currency swap
agreement, interest rate swap, cap or collar agreement or other similar
agreement or arrangement designed to alter the risks of that Person arising from
fluctuations in currency values or interest rates, in each case whether
contingent or matured, (h) all Indebtedness referred to above secured by any
Lien upon or in property or other assets (including accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness, (i) the Obligations, (j) Guaranteed
Indebtedness but excluding any claims arising upon the rejection of unexpired
leases and other executory contracts, and (k) the liquidation value of all
redeemable preferred Stock of such Person.

       

      “Indemnified Person” has the
meaning ascribed to it in Section 1.8.

       

      “Initial Financial Statements”
has the meaning ascribed to it in Section 2.1(f).

       

      “Initial Projections” has the meaning
ascribed to it in Section 2.1(f).

       

      “Insolvent” with respect to any
Multiemployer Plan means the condition that such Plan is insolvent within the
meaning of Section 4245 of ERISA.

       

      “Instruments” means all
“instruments,” as such term is defined in the Code, now owned or hereafter
acquired by any Borrower Group Member, wherever located, and, in any event,
including all promissory notes and other evidences of indebtedness, other than
instruments that constitute, or are a part of a group of writings that
constitute, Chattel Paper.

       

      “Intellectual Property” means
any and all Licenses, Patents, Copyrights, Trademarks (including the goodwill
associated with such Trademarks), and technology.

       

      “Interest Expense” means, with
respect to any Person for any fiscal period, interest expense (whether cash or
non-cash) of such Person determined in accordance with GAAP for such
period.

       

      “Interest Payment Date” means
the last day of each Interest Period and the Maturity Date.

       

      
        
          
          

        

        
          A-14

          
            

          

        

        
          
          

        

         

      

      “Interest Period” means,
initially, the period commencing on the Closing Date and ending on the first
scheduled payment date set forth in Section 1.1(b), and thereafter commencing on
each scheduled payment date set forth in Section 1.1(b) and ending on the
subsequent payment date set forth in Section 1.1(b), provided
that:

       

      (a) 
         any Interest Period that would otherwise end
on a day that is not a Business Day shall end on the next preceding Business
Day;

       

      (b) 
         any Interest Period that begins on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of the calendar month at the end of such
Interest Period; and

       

      (c) 
         no Interest Period shall extend beyond the
Maturity Date.

       

      “Interest Rate Determination
Date” means, with respect to any Interest Period, the second Business Day
prior to the first day of such Interest Period.

       

      “Inventory” means any
“inventory,” as such term is defined in the Code, now owned or hereafter
acquired by any Borrower Group Member, wherever located, and in any event
including inventory, merchandise, goods and other personal property that are
held by or on behalf of any Borrower Group Member for sale or lease or are
furnished or are to be furnished under a contract of service, or that constitute
raw materials, work in process, finished goods, returned goods, supplies or
materials of any kind, nature or description used or consumed or to be used or
consumed in such Borrower Group Member’s business or in the processing,
production, packaging, promotion, delivery or shipping of the same, including
all supplies and embedded software.

       

      “Investment” means (i) any
direct or indirect purchase or other acquisition by any Borrower Group Member
of, or of a beneficial interest in, any of the Stock of any other Person (other
than such Borrower Group Member); (ii) any direct or indirect redemption,
retirement, purchase or other acquisition for value, by any Borrower Group
Member from any Person (other than such Borrower Group Member), of any Stock of
such Person; and (iii) any direct or indirect loan, advance or capital
contribution by  any Borrower Group Member to any other Person (other than
such Borrower Group Member). The amount of any Investment shall be the original
cost of such Investment plus the cost of all additions thereto, without any
adjustments for increases or decreases in value, or write-ups, write-downs or
write-offs with respect to such Investment (other than reductions for return on
capital as repayment of Indebtedness and the like). The term “Investment” shall
not include deposits or reserves to secure the performance of leases or the
making of deposits or predelivery payments described in Section
6.4(a)(xii).

       

      “IRC” means the Internal
Revenue Code of 1986, as amended, and all regulations promulgated
thereunder.

       

      “IRS” means the Internal
Revenue Service of the United States of America.

       

      
        
          
          

        

        
          A-15

          
            

          

        

        
          
          

        

         

      

      “Laws” means, collectively, all
international, foreign, Federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial
precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative
orders, directed duties, requests, licenses, authorizations and permits of, and
agreements with, any Governmental Authority.

       

      “Lender Party” means the
Original Lender or any Affiliate thereof, or, if different, any
Lender.

       

      “Lenders” means the Lenders
named on the signature pages of this Agreement and, if any such Lender shall
decide to assign all or any portion of the Obligations in accordance with
Section 9.1(a), such term shall include any assignee of such
Lender.

       

      “Liabilities” means all claims,
actions, suits, judgments, damages, losses, liability, obligations,
responsibilities, fines, penalties, sanctions, costs, fees, Taxes, commissions,
charges, disbursements and expenses, in each case of any kind or nature
(including interest accrued thereon or as a result thereto and fees, charges and
disbursements of financial, legal and other advisors and consultants), whether
joint or several, whether or not indirect, contingent, consequential, actual,
punitive, treble or otherwise.

       

      “LIBOR” means, with respect to
any Interest Period, the rate appearing on  Reuters Page LIBOR01 screen
service (the successor page to Telerate page 3750)
or any successor or substitute page of such page at approximately 11:00 a.m.,
London time, on the Interest Rate Determination Date for such Interest Period,
as the British Bankers’ Association Interest Settlement Rate for Dollar deposits
with a maturity of three months.  In the event that such rate is not
available at such time for any reason, then “LIBOR” for such Interest Period
shall be the average (rounded upwards to the nearest 1/100%), as determined by
the Administrative Agent, of the per annum interest rates at which Dollar
deposits of amounts comparable to the outstanding principal amount of the Loan
and for a maturity of three months, are offered by the principal London offices
of the Reference Banks, in each case to prime banks in the London interbank
market at or about 11:00 a.m., London time, on the Interest Rate Determination
Date for such Interest Period.

       

      “License” means any Copyright
License, Patent License, Trademark License or other similar license of rights or
interests now held or hereafter acquired by any Borrower Group
Member.

       

      “Lien” means any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien,
charge, claim, security interest, easement or encumbrance, or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including any capital lease or conditional sale agreement,
and any financing lease having substantially the same economic effect as any of
the foregoing).

       

      “Litigation” has the meaning
ascribed to it in Section 3.13.

       

      “Loan” means the loan made by
the Lenders pursuant to this Agreement.

       

      
        
          
          

        

        
          A-16

          
            

          

        

        
          
          

        

         

      

      “Loan Documents” means this
Agreement, the Notes, the Collateral Documents and all other agreements,
instruments, documents and certificates executed and delivered to, or in favor
of, the Administrative Agent or any Lender in connection with this Agreement and
the transactions contemplated hereby and including all other pledges, powers of
attorney, consents, assignments, contracts, notices, and all other written
agreements whether heretofore, now or hereafter executed by or on behalf of any
Loan Party and delivered to the Administrative Agent or any Lender in connection
with this Agreement or the transactions contemplated thereby. Any reference in
this Agreement or any other Loan Document to a Loan Document shall include all
appendices, exhibits or schedules thereto, and all amendments, restatements,
supplements or other modifications thereto, and shall refer to this Agreement or
such Loan Document as the same may be in effect at any and all times such
reference becomes operative.

       

      “Loan Party” means the Borrower
and each Guarantor.

       

      “Lynx” means Lynx Aviation,
Inc., a Colorado corporation.

       

      “Margin Stock” has the meaning
ascribed to it in Section 3.10.

       

      “Material Adverse Effect” means
a material adverse effect on the business, results of operations, condition
(financial or otherwise), assets, liabilities or prospects of  the Parent
Guarantor and its Subsidiaries, including the Borrower Group, taken as a whole,
before and after giving effect to the Transactions.

       

      “Maturity Date” means October
31, 2012.

       

      “Moody’s” means Moody s
Investors Service, Inc. or any successor thereto.

       

      “Multiemployer Plan” means any
Pension Plan which is a “multiemployer plan” (as such term is defined in Section
4001(a)(3) of ERISA), to which any Borrower Group Member or ERISA Affiliate is
making or accruing an obligation to make contributions or has, within any of the
preceding five (5) plan years, made or accrued an obligation to make,
contributions, or with respect to which any Borrower Group Member or ERISA
Affiliate otherwise has, or has had, any liability or obligation that can be
enforced against any Borrower Group Member or any ERISA affiliate.

       

      “Net Cash Proceeds”
means:

       

      (a) 
         with respect to any Asset Sale, the sum of
cash and Cash Equivalents received in connection with such Asset Sale, net of
(1) the reasonable cash costs of sale, assignment or other disposition, (2)
taxes paid or reasonably estimated to be payable as a result thereof, (3)
reserves provided, to the extent required by GAAP, against any liabilities that
are directly attributed to such Asset Sale (provided that upon release of such
reserves, the amount so released will be considered to be Net Cash Proceeds) and
(4) any amount required to be paid or prepaid on Indebtedness or other
obligations (other than the Obligations) secured by the assets subject to such
Asset Sale, or otherwise required to be repaid as a result of such Asset Sale to
the extent actually repaid;

       

      
        
          
          

        

        
          A-17

          
            

          

        

        
          
          

        

         

      

      (b) 
         with respect to the incurrence or issuance of
any Indebtedness by any Borrower Group Member, the sum of the cash and Cash
Equivalents received in connection with such issuance net of the underwriting
discounts and commissions, and other out-of-pocket fees and expenses, incurred
by such Borrower Group Member in connection with such issuance; and

       

      (c) 
         with respect to any Property Loss Event, the
sum of cash and Cash Equivalents received in connection with such Property Loss
Event net of (i) the cost of collection, adjustment or settlement of any claims
by any Borrower Group Member in respect thereof, (ii) any amount required to be
paid or prepaid on Indebtedness or other obligations (other than the
Obligations) secured by the assets subject to such Property Loss Event, or
otherwise required to be repaid as a result of such Property Loss Event to the
extent actually repaid or (iii) to the extent the asset subject to such Property
Loss Event does not constitute Collateral, the amount permitted to be reinvested
in the asset the subject of such Property Loss Event or any replacement asset by
the terms of any agreement governing Indebtedness or other obligations (other
than the Obligations) secured by the assets subject to such Property Loss Event
to the extent actually invested.

       

      “Non-Consenting Lender” has the
meaning assigned to such term in Section 1.14(c).

       

      “Note” shall mean any
promissory note evidencing Loans.

       

      “Obligations” means all loans,
advances, debts, liabilities and obligations of every nature for the performance
of covenants, tasks or duties or for payment of monetary amounts (whether or not
such performance is then required or contingent, or such amounts are liquidated
or determinable) owing by any Loan Party to the Administrative Agent or any
Lender, and all covenants and duties regarding such amounts, of any kind or
nature, present or future, whether or not evidenced by any note, agreement, or
other instrument, in each case arising under this Agreement or any of the other
Loan Documents. This term includes all principal, interest, Fees, expenses,
attorneys’ fees and any other sum chargeable to the Loan Parties under this
Agreement or any of the other Loan Documents.

       

      “Organization Documents” means,
(a) with respect to any corporation, the certificate or articles of
incorporation and the bylaws (or equivalent or comparable constitutive
documents); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement;
and (c) with respect to any partnership, joint venture, trust or other form
of business entity, the partnership, joint venture or other applicable agreement
of formation or organization and any agreement, instrument, filing or notice
with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

       

      
        
          
          

        

        
          A-18

          
            

          

        

        
          
          

        

         

      

      “Original Lender” has the
meaning ascribed to it in the preamble to this Agreement.

       

      “Other Taxes” means all present
or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made hereunder or under any
other Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Loan
Document.

       

      “Parent Guarantor” has the
meaning ascribed to it in the preamble to this Agreement.

       

      “Patent License” means rights
under any written agreement now owned or hereafter acquired by any Borrower
Group Member granting any right with respect to any invention on which a patent
is in existence.

       

      “Patents” means all of the
following in which any Borrower Group Member now holds or hereafter acquires any
interest: (a) all letters patent of the United States or any other country, all
registrations and recordings thereof, and all applications for letters patent of
the United States or of any other country, including registrations, recordings
and applications in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State or any other country,
and (b) all reissues, continuations, continuations-in-part or extensions
thereof.

       

      “Patriot Act” has the meaning
ascribed to it in Section 3.19.

       

      “PBGC” means the Pension
Benefit Guaranty Corporation.

       

      “Pension Plan” means a Plan
which is an “employee pension benefit plan” described in Section 3(2) of ERISA
(whether or not subject to ERISA).

       

      “Permits” has the meaning
ascribed to it in Section 3.22.

       

      
        
          
          

        

        
          A-19

          
            

          

        

        
          
          

        

         

      

      “Permitted Encumbrances” means
the following encumbrances: (a) Liens for Taxes or assessments or other
governmental Charges not yet due and payable or which are being contested in
accordance with Section 5.2(b); (b) pledges or deposits of money securing
statutory obligations under workmen’s compensation, unemployment insurance,
social security or public liability laws or similar legislation (excluding Liens
under ERISA); (c) pledges or deposits of money securing bids, tenders, contracts
(other than contracts for the payment of money) or leases to which any Borrower
Group Member is a party as lessee made in the ordinary course of business; (d)
workers’, repairmen’s, materialmen’s, mechanics’ or similar liens arising in the
ordinary course of business, so long as such Liens are inchoate and unperfected
or are being contested in accordance with Section 5.2(b); (e) carriers’,
warehousemens’, suppliers’ or other similar possessory liens arising in the
ordinary course of business so long as such Liens are inchoate and unperfected
or are being contested in accordance with Section 5.2(b); (f) deposits securing,
or in lieu of, surety, performance, appeal or customs bonds in proceedings to
which any Borrower Group Member is a party; (g) any attachment or judgment lien
not constituting an Event of Default under Section 8.1(f); (h) zoning
restrictions, easements, licenses, rights-of-way, or other restrictions on the
use of any real estate or interests of any Borrower Group Member in real estate
or other minor irregularities in title (including leasehold title) thereto, so
long as the same do not materially impair the use or the value of any parcel of
owned Real Estate; (i) presently existing or hereafter created Liens in favor of
the Administrative Agent for the benefit of the Lenders; (j) inchoate statutory
and inchoate common law landlords’ liens under, and contractual liens granted to
a landlord pursuant to, leases to which any Borrower Group Member is a party;
(k)(i) leases, subleases, licenses, permits and similar use rights, entered into
with respect to the owned Real Estate, that do not, in the aggregate, materially
detract from the value of the any parcel of owned Real Estate and (ii) leases,
subleases, licenses, permits and similar use rights, entered into in the
ordinary course of business with respect to any leased real estate, to the
extent they are not prohibited by the Collateral Documents and would not
reasonably be expected to have a Material Adverse Effect and would not
materially and adversely affect the Administrative Agent’s Liens, for the
benefit of the Lenders, in Collateral stored or located at such location (which
do not by their terms purport to create a Lien on the Collateral); (l) with
respect to Real Estate, other defects and encumbrances as may be approved by the
Administrative Agent; (m) Liens imposed by applicable law on the assets of any
Borrower Group Member located at an airport for the benefit of an Aviation
Authority; (n) Liens in favor of depositary banks (including set-off rights)
arising as a matter of law; (o) encumbrances and Liens permitted under the terms
of existing financing arrangements with respect to Section 1110 Assets; and (p)
Liens existing on the Closing Date and set forth in Schedule 6.6.  For the
avoidance of doubt, no “Permitted Encumbrances” of the type described in clauses
(b), (c), (f), (g), (h), (j) (with respect to contractual liens) and (o) shall
be permitted to attach or subsist in relation to all or any part of the
Collateral.

       

      “Permitted Merger” means a
consolidation or merger of the Parent Guarantor with or into any Person or sale
of all or substantially all of the assets of the Parent Guarantor to any Person,
where (x) the Borrower will continue to be a Certificated Air Carrier, (y) the
Parent Guarantor is the surviving entity or the surviving entity assumes the
Guarantee of the Parent Guarantor and all other Obligations of the Parent
Guarantor under the Loan Documents, and (z) the consolidated tangible net worth
of the surviving entity is at least equal to the consolidated tangible net worth
of the Parent Guarantor immediately prior to such consolidation, merger or sale,
as determined in accordance with GAAP at the time of such consolidation, merger
or sale.

       

      “Permitted Refinancing” means,
with respect to any Person, any modification, refinancing, refunding, renewal,
extension or replacement (collectively, a “refinancing”) of any
Indebtedness of such Person; provided, that (a) the principal amount (or
accreted value, if applicable) thereof does not exceed [*] of the principal
amount (or accreted value, if applicable) of the Indebtedness so refinanced,
except by an amount equal to the unpaid accrued interest and premium thereon and
any fees and expenses incurred in connection therewith; (b) such refinancing has
a final maturity date equal to or later than the final maturity of the
Indebtedness being refinanced, (c) such refinancing does not reduce the weighted
average life to maturity of the Indebtedness being refinanced, and (d) if the
Indebtedness being refinanced is subordinated in right of payment to the
Obligations, such refinancing is subordinated in right of payment to the
Obligations on terms at least as favorable to the Lenders as those contained in
the documentation governing the Indebtedness being refinanced.

       

      
        
          
          

        

        
          A-20

          
            

          

        

        
          
          

        

         

      

      “Person” means any individual,
sole proprietorship, partnership, joint venture, trust, unincorporated
organization, association, corporation, limited liability company, institution,
public benefit corporation, other entity or government (whether federal, state,
county, city, municipal, local, foreign, or otherwise, including any
instrumentality, division, agency, body or department thereof).

       

      “Plan” means, at any time, a
Pension Plan or Retiree Welfare Plan maintained by a Borrower Group Member or
ERISA Affiliate or to which any Borrower Group Member or any ERISA Affiliate
contributes or has an obligation to contribute, or with respect to which a
Borrower Group Member or ERISA Affiliate has any liability or obligation that
can be enforced against any Borrower Group Member or any ERISA
Affiliate.

       

      “Policies” has the meaning
ascribed to it in Section 3.17.

       

      “Prepayment Fee” has the
meaning ascribed to it in Section 1.6(c).

       

      “Prohibited Transaction” has
the meaning assigned to such term in Section 406 of ERISA and/or Section
4975(f)(3) of the IRC.

       

      “Projections” means, in
relation to any Fiscal Year, a projected consolidated balance sheet of the
Parent Guarantor and its Subsidiaries, including the Borrower Group, as of the
end of the following Fiscal Year, the related consolidated statements of
projected cash flow and projected income and a summary of the material
underlying assumptions applicable thereto prepared in good faith on the basis of
the assumptions stated therein, which assumptions were believed to be reasonable
at the time of preparation. For all purposes of this definition, “Projections”
shall include the Initial Projections.

       

      “Property Loss Event” means (a)
any loss of or damage to property of any Borrower Group Member that results in
the receipt by such Person of proceeds of insurance in excess of [*] for all
Property Loss Events in the aggregate and (b) any taking of property of any
Borrower Group Member that results in the receipt by such Person of a
compensation payment in respect thereof in excess of [*] for all Property Loss
Events in the aggregate.

       

      “Pro Rata Share” means with
respect to all matters relating to any Lender, (a) prior to the expiration or
termination of the Commitments pursuant to this Agreement, the percentage
obtained by dividing (i) the aggregate Commitments of that Lender by (ii) the
aggregate Commitments of all Lenders, as any such percentages may be adjusted by
assignments permitted pursuant to Section 9.1, and (b) after the expiration or
termination of the Commitments pursuant to the terms of this Agreement, the
percentage obtained by dividing (i) the aggregate principal amount of the Loan
payable to that Lender by (ii) the aggregate principal amount of the Loan then
outstanding.

       

      
        
          
          

        

        
          A-21

          
            

          

        

        
          
          

        

         

      

      “Qualified Plan” means a
Pension Plan that is intended to be tax-qualified under Section 401(a) of the
IRC.

       

      “Real Estate” has the meaning
ascribed to it in Section 3.16(a).

       

      “Reference Banks” means (a)
JPMorgan Chase Bank, N.A., (b) DVB Bank SE, (c) Calyon and (d) such other bank
or banks as may from time to time be agreed by the Borrower and the Requisite
Lenders.

       

      “Register” has the meaning
ascribed to it in Section 9.1(b).

       

      “Related Person” means, with
respect to any Person, any Affiliates, officers, employees, agents or directors
of such Person.

       

      “Release” means any release,
threatened release, spill, emission, leaking, pumping, pouring, emitting,
emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of Hazardous Material in the indoor or outdoor
environment, including the movement of Hazardous Material through or in the air,
soil, surface water, ground water or property.

       

      “Reorganization” means, with
respect to any Multiemployer Plan, the condition that such Plan is in
reorganization within the meaning of Section 4241 of ERISA.

       

      “Reportable Event” means any
“reportable event,” as defined in Section 4043 of ERISA or the regulations
issued thereunder, other than those events as to which the 30-day notice period
referred to in Section 4043 of ERISA has been waived, with respect to a
Plan.

       

      “Republic Holdings” has the
meaning ascribed to it in the preamble to this Agreement.

       

      “Requirement of Law” means,
with respect to any Person, the common law and all federal, state, local and
foreign laws, treaties, rules and regulations, orders, judgments, decrees and
other legal requirements or determinations of any Governmental Authority or
arbitrator, applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject.

       

      “Requisite Lenders” means
Lenders holding [*]% or more of the aggregate outstanding amount of the
Loan.

       

      “Responsible Officer” of a
Person means such Person’s Chief Executive Officer, chief financial officer,
president, vice president, secretary or treasurer.

       

      
        
          
          

        

        
          A-22

          
            

          

        

        
          
          

        

         

      

      “Restricted Payment” means,
with respect to any Borrower Group Member, (a) the declaration or payment of any
dividend or the incurrence of any liability to make any other payment or
distribution of cash or other property or assets in respect of its Stock; (b)
any payment on account of the purchase, redemption, defeasance, sinking fund or
other retirement of such Borrower Group Member’s Stock or any other payment or
distribution made in respect thereof, either directly or indirectly; (c) any
payment or prepayment of principal of, premium, if any, or interest, fees or
other charges on or with respect to, and any redemption, purchase, retirement,
defeasance, sinking fund or similar payment and any claim for rescission with
respect to, any Indebtedness subordinated in right of payment to the Obligations
(except to the extent that (i) any such payment, prepayment, redemption,
purchase, retirement, defeasance, sinking fund or similar payment is permitted
pursuant to the terms of subordination governing such Indebtedness and (ii) such
terms of subordination have been approved in writing by the Requisite Lenders);
and (d) any payment made to redeem, purchase, repurchase or retire, or to obtain
the surrender of, any outstanding warrants, options or other rights to acquire
Stock of such Borrower Group Member now or hereafter outstanding.

       

      “Retiree Welfare Plan” means,
at any time, a Plan which is an “employee welfare benefit plan” as described in
Section 3(1) of ERISA (whether or not subject to ERISA) that provides for
continuing coverage or benefits for any participant or any beneficiary of a
participant after such participant’s termination of employment, other than
continuation coverage provided pursuant to Section 4980B of the
IRC.

       

      “Rotable” shall have the
meaning assigned to such term in the Guarantee and Collateral
Agreement.

       

      “S&P” means Standard &
Poor s Ratings Services, a division of the McGraw-Hill Companies, or any
successor thereto.

       

      “Sell” means, with respect to
any property, to sell, convey, transfer, assign, license, lease or otherwise
dispose of, any interest therein or to permit any Person to acquire any such
interest, including, in each case, through a sale and leaseback transaction or
through a sale, factoring at maturity, collection of or other disposal, with or
without recourse, of any notes or accounts receivable. Conjugated forms thereof
and the noun “Sale” have
correlative meanings.

       

      “Seller” has the meaning
ascribed to it in the recitals to this Agreement.

       

      “Section 1110 Agreement” means
any agreement related to property that qualifies as “equipment,” as such term is
used in Section 1110(a)(3) of the Bankruptcy Code, including, without
limitation, security agreements, mortgages, trusts, leases, conditional sale
agreements or other instruments applicable to such property.

       

      “Section 1110 Assets” shall
mean property that qualifies as “equipment,” as such term is used in Section
1110(a)(3) of the Bankruptcy Code.

       

      “Security” means any Stock,
voting trust certificate, bond, debenture, note or other evidence of
Indebtedness, whether secured, unsecured, convertible or subordinated, or any
certificate of interest, share or participation in, any temporary or interim
certificate for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing, but shall not include any evidence of
the Obligations.

       

      
        
          
          

        

        
          A-23

          
            

          

        

        
          
          

        

         

      

      “Slots” shall mean all (i)
“slots” as defined in 14 CFR § 93.213(a)(2), as that section may be amended or
re-codified from time to time, (ii) an operating authorization for a landing or
takeoff operation at a specified time period at any airport in the United States
subject to orders or regulations issued by the FAA, as such orders or
regulations may be amended or re-codified from time to time, and in any
subsequent scheduling order or regulation issued by the FAA, as such order or
regulation may be amended or re-codified from time to time, and (iii) an
authorization granted by a Governmental Authority to conduct a landing or
takeoff during a specific hour or other period at any United States or foreign
airport, in each case of any Borrower Group Member now held or hereafter
acquired (other than “slots” which have been permanently allocated to another
air carrier and in which any Borrower Group Member holds temporary use
rights.)

       

      “Software” shall mean computer
programs whether in source code or object code form, together with all related
documentation.

       

      “Spare Parts” shall have the
meaning assigned to such term in the Guarantee and Collateral
Agreement.

       

      “SPV” means any special purpose
funding vehicle identified as such in a writing by any Lender to the
Administrative Agent.

       

      “Stock” means all shares,
options, warrants, general or limited partnership interests, membership
interests or other equivalents (regardless of how designated) of or in a
corporation, partnership, limited liability company or equivalent entity whether
voting or nonvoting, including common stock, preferred stock or any other
“equity security” (as such term is defined in Rule 3a11-1 of the General Rules
and Regulations promulgated by the Commission under the Securities Exchange Act
of 1934).

       

      “Stockholder” means, with
respect to any Person, each holder of Stock of such Person.

       

      “Subsidiary” means, with
respect to any Person, (a) any domestic corporation of which an aggregate of
more than 50% of the outstanding Stock having ordinary voting power to elect a
majority of the board of directors of such corporation (irrespective of whether,
at the time, Stock of any other class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time, directly or indirectly, owned legally or beneficially by such Person
or one or more Subsidiaries of such Person, or with respect to which any such
Person has the right to vote or designate the vote of more than 50% of such
Stock whether by proxy, agreement, operation of law or otherwise, and (b) any
domestic partnership or limited liability company in which such Person and/or
one or more Subsidiaries of such Person shall have an interest (whether in the
form of voting or participation in profits or capital contribution) of more than
50% or of which any such Person is a general partner or may exercise the powers
of a general partner. Unless the context otherwise requires, each reference to a
Subsidiary shall be a reference to a Subsidiary of the Borrower.

       

      
        
          
          

        

        
          A-24

          
            

          

        

        
          
          

        

         

      

      “Substitute Basis” has the
meaning ascribed to it in Section 1.13(b).

       

      “Tax” or “Taxes” means all taxes,
charges, fees, levies or other assessments (including income, gross receipts,
profits, withholding, excise, property, sales, use, license, occupation and
franchise taxes and including any related interest, penalties or other
additions) imposed by any jurisdiction or taxing authority (whether
international, foreign or domestic).

       

      “Termination Date” means the
date on which (a) the Loan has been repaid in full, (b) all other monetary
Obligations arising under the Loan pursuant to this Agreement and the other Loan
Documents have been completely discharged, and (c) the Commitment shall have
expired or irrevocably been terminated under this Agreement.

       

      “Title 49” means Title 49 of
the United States Code, which, among other things, recodified and replaced the
Federal Aviation Act of 1958, as amended, and the regulations promulgated
pursuant thereto or any subsequent legislation that amends, supplements, or
supersedes such provisions.

       

      “Title IV Plan” means a Pension
Plan (other than a Multiemployer Plan) that is covered by Title IV of
ERISA.

       

      “Trademark License” means
rights under any written agreement now owned or hereafter acquired by any
Borrower Group Member granting any right to use any trademark.

       

      “Trademarks” means all of the
following now owned or hereafter adopted or acquired by any Borrower Group
Member: (a) all trademarks, trade names, corporate names, business names, trade
styles, service marks, logos, other source or business identifiers, prints and
labels on which any of the foregoing have appeared or appear, designs and
general intangibles of like nature (whether registered or unregistered), all
registrations and recordings thereof, and all applications in connection
therewith, including registrations, recordings and applications in the United
States Patent and Trademark Office or in any similar office or agency of the
United States, any state or territory thereof, or any other country or any
political subdivision thereof; (b) all reissues, extensions or renewals thereof;
and (c) all goodwill associated with or symbolized by any of the
foregoing.

       

      “Transactions” has the meaning
ascribed to it in the recitals to this Agreement.

       

      “Withdrawal Liability” means
liability to a Multiemployer Plan as the result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Title IV
of ERISA.

       

      
        
          
          

        

        
          A-25

          
            

          

        

        
          
          

        

         

      

      Rules of
construction with respect to accounting terms used in this Agreement or the
other Loan Documents shall be as set forth in Annex C. All other undefined terms
contained in any of the Loan Documents shall, unless the context indicates
otherwise, have the meanings provided for by the Code to the extent the same are
used or defined therein; in the event that any term is defined differently in
different Articles or Divisions of the Code, the definition contained in Article
or Division 9 shall control. Unless otherwise specified, references in this
Agreement or any of the Appendices to a Section, subsection or clause refer to
such Section, subsection or clause as contained in this Agreement. The words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
this Agreement as a whole, including all Annexes, Exhibits and Schedules, as the
same may from time to time be amended, restated, modified or supplemented, and
not to any particular section, subsection or clause contained in this Agreement
or any such Annex, Exhibit or Schedule.

       

      Wherever
from the context it appears appropriate, each term stated in either the singular
or plural shall include the singular and the plural, and pronouns stated in the
masculine, feminine or neuter gender shall include the masculine, feminine and
neuter genders. The words “including, “includes” and “include” shall be deemed
to be followed by the words “without limitation”; the word “or” is not
exclusive; references to Persons include their respective successors and assigns
(to the extent and only to the extent permitted by the Loan Documents) or, in
the case of governmental Persons, Persons succeeding to the relevant functions
of such Persons; and all references to statutes and related regulations shall
include any amendments of the same and any successor statutes and regulations.
Whenever any provision in any Loan Document refers to the knowledge (or an
analogous phrase) of a Person, such words are intended to signify that the
Person has actual knowledge or awareness of a particular fact or
circumstance.

       

      
        
           


        

        
          A-26

          
            

          

        

        
           


        

      

      
Exhibit
C