EXHIBIT 10.55
CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT REQUEST PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED. THE OMITTED CONFIDENTIAL INFORMATION APPEARS ON FIVE (5) PAGES OF
THIS EXHIBIT
EXECUTION VERSION
CREDIT AGREEMENT
dated as of June 28, 2007
among
AIRTRAN AIRWAYS, INC., as Borrower,
EACH LENDER IDENTIFIED ON SCHEDULE 1 HERETO, as Lenders,
and
BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, as Security Agent
Pre-Delivery Payment Financing
for up to Eighteen (18) Boeing model 737-7BD Aircraft
each equipped with
Two (2) CFM International model CFM56 engines
TABLE OF CONTENTS
1.
DEFINITIONS AND CONSTRUCTION
2 2.
COMMITMENTS; BORROWER'S NOTICE OF
PAYMENT DATES; CLOSING PROCEDURE
2 3.
LOAN CERTIFICATES, EXPENSES, FEES
AND INCREASED COSTS
4 4.
CONDITIONS
7 5.
REPRESENTATIONS AND
WARRANTIES
9 6.
COVENANTS OF BORROWER
12 7.
LENDER COVENANTS
16
8.
SECURITY AGENT'S COVENANTS
17 9.
ASSIGNMENT OR TRANSFER OF INTEREST
17 10.
INDEMNITIES
19 11.
SECURITY AGENT
34 12.
GOVERNING LAW;
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
37 13.
INTENTIONALLY OMITTED
38 14.
CONFIDENTIALITY
38 15.
MISCELLANEOUS
38
EXHIBIT A
Form of Borrowing Notice EXHIBIT B
Form of Transfer Certificate
SCHEDULE 1
Accounts; Addresses SCHEDULE 2
Commitments SCHEDULE 3
Aircraft; Scheduled Delivery Months SCHEDULE 4
Non-Deferrable Advance
Payments under the Purchase Agreement
i
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement"), dated as of June 28, 2007, is by and
among (i) AIRTRAN AIRWAYS, INC. a Delaware corporation, (the "Borrower"),
(ii) each LENDER IDENTIFIED ON SCHEDULE 1 HERETO ("Lenders") and
(iii) BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, not in its individual
capacity, except as expressly state herein, but solely as agent for the Lenders
("Security Agent").
W I T N E S S E T H:
WHEREAS, Borrower and Airframe Manufacturer have entered into the Purchase
Agreement, pursuant to which, among other things, Airframe Manufacturer agreed
to manufacture and sell to Borrower, and Borrower agreed to purchase and take
delivery of, among other things, eighteen (18) Boeing model 737-7BD aircraft,
each equipped with two (2) CFM International model CFM56-7B20 engines, each to
be delivered during the Scheduled Delivery Months (the "Aircraft"); and
WHEREAS, Borrower desires to borrow from Lenders, and Lenders desire to lend to
Borrower, a portion of the non-deferrable Advance Payments (as defined in the
Purchase Agreement) made or to be made by Borrower to Airframe Manufacturer in
respect of the Aircraft pursuant to the Purchase Agreement.
NOW THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto agree as follows:
1. DEFINITIONS AND CONSTRUCTION
Except as otherwise defined in this Agreement, including its annexes, schedules
and exhibits, terms used herein in capitalized form shall have the meanings
attributed thereto in Annex A of the Security Agreement. Annex A of the Security
Agreement also contains rules of usage that control construction of this
Agreement.
2. COMMITMENTS; BORROWER'S NOTICE OF PAYMENT DATES; CLOSING PROCEDURE
(a) Subject to the terms