EXHIBIT 10.39
CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED
CONFIDENTIAL INFORMATION APPEARS ON NINE (9) PAGES OF THIS EXHIBIT.
CREDIT AGREEMENT
dated as of December 7, 2005
among
AIRTRAN AIRWAYS, INC., as Borrower,
EACH LENDER IDENTIFIED ON SCHEDULE 1 HERETO, as Lenders,
and
HSH NORDBANK AG, NEW YORK BRANCH, as Security Agent
Pre-Delivery Payment Financing
for up to Nineteen (19) 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.
13 7.
LENDER COVENANTS.
15
8.
SECURITY AGENT'S COVENANTS
15 9.
ASSIGNMENT OR TRANSFER OF INTEREST
16 10.
INDEMNITIES
18 11.
SECURITY AGENT
33 12.
GOVERNING LAW;
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
36 13.
INTENTIONALLY OMITTED
37 14.
CONFIDENTIALITY
37 15.
MISCELLANEOUS
37
ANNEX A
Definitions 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 December 7, 2005, is by
and among (i) AIRTRAN AIRWAYS, INC. a Delaware corporation, (the "Borrower"),
(ii) each LENDER IDENTIFIED ON SCHEDULE 1 HERETO ("Lenders") and (iii) HSH
NORDBANK AG, NEW YORK 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, nineteen (19) 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 and conditions