EXHIBIT 10.24
Execution Version
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 NINE (9) PAGES OF
THIS EXHIBIT.
LOAN AGREEMENT
dated as of August 31, 2005
among
AIRTRAN AIRWAYS, INC., as Borrower,
THE PARTIES IDENTIFIED IN SCHEDULE 1 HERETO AS LENDERS, as Lenders,
and
THE ROYAL BANK OF SCOTLAND PLC NEW YORK BRANCH, as Security Agent
Twelve (12) Boeing model 737-7BD aircraft
each equipped with
Two (2) CFM International model CFM56-7B20 engines
TABLE OF CONTENTS
1.
DEFINITIONS AND CONSTRUCTION
1
2.
SECURED LOANS; CLOSING
1
2.1
MAKING OF LOANS; ISSUANCE OF EQUIPMENT NOTES
1
2.2
PROCEDURE FOR FUNDING OF SECURED LOANS
2
2.3
TERMS OF REPAYMENT
4
2.4
CLOSING
6
2.5
COMMITMENT TERMINATION
6
2.6
NO WINGLET NOTICE
7
2.7
PRO RATA TREATMENT AND PAYMENTS
7
2.8
USE OF PROCEEDS
7
3.
CLOSING CONDITIONS
8
3.1
CONDITIONS TO EACH LENDER'S OBLIGATIONS
8
3.2
CONDITIONS TO BORROWER'S OBLIGATIONS
11
3.3
POST-REGISTRATION OPINION
11
4.
FEES, COSTS, FIXED RATE OPTION AND ILLEGALITY
11
4.1
TRANSACTION EXPENSES
11
4.2
UPFRONT FEE
11
4.3
COMMITMENT FEE
12
4.4
INCREASED COSTS/CAPITAL ADEQUACY
12
4.5
FIXED RATE OPTION
14
4.6
PAST DUE INTEREST
16
4.7
ILLEGALITY
16
5.
REPRESENTATIONS AND WARRANTIES
17
5.1
BORROWER'S REPRESENTATIONS AND WARRANTIES
17
5.2
LENDER'S REPRESENTATIONS AND WARRANTIES
20
6.
CERTAIN COVENANTS OF THE PARTIES
21
6.1
BORROWER COVENANTS
21
6.2
MERGER OF BORROWER
23
6.3
LENDER COVENANTS
24
6.4
SECURITY AGENT COVENANTS
24
7.
ASSIGNMENT OR TRANSFER OF INTEREST; SALE-LEASEBACK TRANSACTIONS; JUNIOR
LOANS; TERMINATION OF CROSS-COLLATERALIZATION AND CROSS-DEFAULT
25
7.1
LENDERS
25
7.2
EFFECT OF TRANSFER; COSTS
27
7.3
JUNIOR LOANS
27
7.4
SALE-LEASEBACK TRANSACTION
28
7.5
TERMINATION OF CROSS-COLLATERALIZATION AND CROSS-DEFAULTS
29
8.
CONFIDENTIALITY
30
9.
INDEMNIFICATION AND EXPENSES
30
9.1
GENERAL INDEMNITY
30
9.2
EXPENSES
35
9.3
GENERAL TAX INDEMNITY
35
9.4
PAYMENTS
46
9.5
INTEREST
46
9.6
BENEFIT OF INDEMNITIES
46
i
10.
SECURITY AGENT
46
10.1
APPOINTMENT AND POWERS
46
10.2
LIMITATION ON SECURITY AGENT'S LIABILITY
47
10.3
RIGHTS AS LENDER
48
10.4
INDEMNIFICATION
48
10.5
NON-RELIANCE ON SECURITY AGENT AND OTHER LENDERS
48
10.6
SUCCESSOR SECURITY AGENT
49
10.7
NOTICE OF DEFAULT
50
10.8
INSTRUCTIONS FROM A MAJORITY IN INTEREST OF LENDERS
50
10.9
REPORTS, NOTICES, ETC.
50
11.
MISCELLANEOUS
51
11.1
AMENDMENTS
51
11.2
SEVERABILITY
52
11.3
SURVIVAL
52
11.4
REPRODUCTION OF DOCUMENTS
52
11.5
COUNTERPARTS
52
11.6
NO WAIVER
52
11.7
NOTICES
53
11.8
GOVERNING LAW
53
11.9
SUBMISSION TO JURISDICTION; WAIVERS
53
11.10
THIRD-PARTY BENEFICIARY
54
11.11
ENTIRE AGREEMENT
54
11.12
ACKNOWLEDGMENTS
54
11.13
FURTHER ASSURANCES
54
11.14
SECTION 1110
55
11.15
ADJUSTMENTS; SET-OFF
55
11.16
SUCCESSORS AND ASSIGNS
56
11.17
WAIVERS OF JURY TRIAL
56
ANNEX A - DEFINITIONS
EXHIBIT A - FORM OF MORTGAGE
EXHIBIT B - FORM OF DRAWDOWN NOTICE
EXHIBIT C - FORM OF TRANSFER AGREEMENT
EXHIBIT D - FORM