EXHIBIT 10.45
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 THREE (3) PAGES OF
THIS EXHIBIT.
EXECUTION VERSION
CREDIT AGREEMENT
dated as of August 1, 2006
among
AIRTRAN AIRWAYS, INC., as Borrower,
EACH LENDER IDENTIFIED ON SCHEDULE 1 HERETO, as Lenders,
and
THE ROYAL BANK OF SCOTLAND PLC NEW YORK BRANCH, as Security Agent
Advance Payments
Seven (7) Boeing model 737-7BD Aircraft
each equipped with
Two (2) CFM International model CFM56 engines
TABLE OF CONTENTS
1. DEFINITIONS AND CONSTRUCTION
1 2. COMMITMENTS; BORROWER'S NOTICE OF
PAYMENT DATES; CLOSING PROCEDURE
1 3. LOAN CERTIFICATES, INTEREST, EXPENSES,
FEES, INCREASED COSTS AND ILLEGALITY
3 4. CONDITIONS
7 5. REPRESENTATIONS
AND WARRANTIES
10 6. COVENANTS OF BORROWER
14 7. LENDER COVENANTS
17 8.
SECURITY AGENT'S COVENANTS
17 9. ASSIGNMENT OR TRANSFER OF INTEREST
17 10.
INDEMNITIES
20 11. SECURITY AGENT
34 12. GOVERNING LAW
38 13.
SUBMISSION TO JURISDICTION; WAIVERS
38 14. TERMINATION OF
CROSS-COLLATERALIZATION AND CROSS-DEFAULTS
39 15. CONFIDENTIALITY
39 16.
MISCELLANEOUS
40 EXHIBIT A
Form of Transfer Agreement
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 August 1, 2006, is by and
among (i) AIRTRAN AIRWAYS, INC. a Delaware corporation, (the "Borrower"),
(ii) EACH LENDER IDENTIFIED ON SCHEDULE 1 HERETO ("Lenders") and (iii) THE ROYAL
BANK OF SCOTLAND PLC NEW YORK BRANCH, 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, seven (7) Boeing model 737-7BD aircraft,
described by MSN in Schedule 3, each equipped with two (2) CFM International
model CFM56-7B20 engines, each to be delivered during the Scheduled Delivery
Months (collectively, the "Aircraft"); and
WHEREAS, Borrower desires to borrow from Lenders, and Lenders desire to lend to
Borrower, seventy-five percent (75%) 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 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 of this Agreement, each Lender