EXECUTION VERSION
EXHIBIT 10.53
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 THIRTEEN (13) PAGES
OF THIS EXHIBIT
LOAN AGREEMENT
dated as of February 12, 2007
between
AIRTRAN AIRWAYS, INC., as Borrower,
THE PARTIES IDENTIFIED IN SCHEDULE 1 HERETO AS LENDERS, as Lenders,
and
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
in its individual capacity
Six (6) 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; CREATION OF
MORTGAGES; ISSUANCE OF EQUIPMENT NOTES.
1
2.2
PROCEDURE FOR FUNDING OF
SECURED LOANS.
2
2.3
TERMS OF REPAYMENT.
4
2.4
CLOSING;
FUNDS; NO SET-OFF.
5
2.5
EVENTS OF DEFAULT.
5
2.6
NO WINGLET
NOTICE; POST-CLOSING WINGLET FUNDING.
6
3.
CLOSING CONDITIONS
7
3.1
CONDITIONS TO EACH LENDER'S OBLIGATIONS.
7
3.2
CONDITIONS TO BORROWER'S OBLIGATIONS.
11
3.3
POST-REGISTRATION OPINION.
11
4.
FEES AND COSTS
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
PAST DUE INTEREST.
14
5.
REPRESENTATIONS AND WARRANTIES
14
5.1
BORROWER'S REPRESENTATIONS
AND WARRANTIES.
14
5.2
WFB'S REPRESENTATIONS AND WARRANTIES.
18
5.3
LENDER'S REPRESENTATIONS AND WARRANTIES.
20
6.
LENDER COVENANTS
20
6.1
WITHHOLDING TAXES.
21
6.2
COMPLIANCE.
21
6.3
RECOGNITION OF RIGHTS IN CERTAIN ENGINES.
21
6.4
QUIET ENJOYMENT.
21
7.
ASSIGNMENT OR TRANSFER OF INTEREST; JUNIOR LOANS; SALE-LEASEBACKS;
TERMINATION OF CROSS-COLLATERALIZATION AND CROSS-DEFAULT
21
7.1
LENDERS.
22
7.2
EFFECT OF TRANSFER; COSTS.
23
7.3
JUNIOR
LOANS.
23
7.4
SALE-LEASEBACK TRANSACTION.
24
7.5
TERMINATION
OF CROSS-COLLATERALIZATION AND CROSS-DEFAULTS.
25
8.
CONFIDENTIALITY
26
9.
INDEMNIFICATION AND EXPENSES
27
9.1
GENERAL INDEMNITY.
27
9.2
EXPENSES.
31
9.3
GENERAL TAX INDEMNITY.
31
9.4
PAYMENTS.
41
9.5
INTEREST.
42
9.6
BENEFIT OF INDEMNITIES.
42
10.
INTENTIONALLY OMITTED.
42
i
11.
MISCELLANEOUS
42
11.1
AMENDMENTS.
42
11.2
SEVERABILITY.
42
11.3
SURVIVAL.
43
11.4
REPRODUCTION OF
DOCUMENTS.
43
11.5
COUNTERPARTS.
43
11.6
NO WAIVER.
43
11.7
NOTICES.
43
11.8
GOVERNING LAW; SUBMISSION TO JURISDICTION;
VENUE.
44
11.9
THIRD-PARTY BENEFICIARY.
45
11.1
ENTIRE
AGREEMENT.
45
11.11
FURTHER ASSURANCES.
45
11.12
SECTION
1110.
46
11.13
REGISTRATIONS WITH INTERNATIONAL REGISTRY.
46
ANNEX A - DEFINITIONS
EXHIBIT A - FORM OF MORTGAGE
EXHIBIT B - FORM OF DRAWDOWN NOTICE
EXHIBIT C - FORM OF TRANSFER CERTIFICATE
EXHIBIT D - FORM OF HOLDINGS GUARANTEE
SCHEDULE 1 - ACCOUNTS ADDRESSES
SCHEDULE 2 - COMMITMENTS; TRANSACTION EXPENSES LIMIT
SCHEDULE 3 - PERMITTED COUNTRIES
SCHEDULE 4 - SCHEDULED DELIVERY MONTHS
SCHEDULE 5A - AMORTIZATION SCHEDULE (WINGLETS)
SCHEDULE 5B - AMORTIZATION SCHEDULE (NO WINGLETS)
ii
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is entered into as of February 12, 2007
among (a) AIRTRAN AIRWAYS, INC. ("Borrower"), a Delaware corporation, (b) THE
PARTIES IDENTIFIED IN SCHEDULE 1 HERETO AS LENDERS (the "Lenders") and (c) WELLS
FARGO