EXHIBIT 10.41
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 EIGHT (8) PAGES OF THIS
EXHIBIT.
LOAN AGREEMENT
dated as of February
, 2006
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
Two (2) 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
3.
CLOSING CONDITIONS
5
3.1
CONDITIONS TO EACH LENDER'S OBLIGATIONS.
5
3.2
CONDITIONS TO BORROWER'S OBLIGATIONS.
9
3.3
POST-REGISTRATION OPINION.
9
4.
FEES AND COSTS
9
4.1
TRANSACTION EXPENSES.
9
4.2
UPFRONT FEE.
9
4.3
COMMITMENT FEE.
9
4.4
INCREASED COSTS/CAPITAL ADEQUACY
10
4.5
PAST DUE INTEREST.
12
5.
REPRESENTATIONS AND WARRANTIES
12
5.1
BORROWER'S REPRESENTATIONS AND WARRANTIES.
12
5.2
WFB'S REPRESENTATIONS AND WARRANTIES.
15
5.3
LENDER'S REPRESENTATIONS AND WARRANTIES.
17
6.
LENDER COVENANTS.
18
6.1
WITHHOLDING TAXES.
18
6.2
COMPLIANCE.
18
6.3
RECOGNITION OF RIGHTS IN CERTAIN ENGINES.
18
6.4
QUIET ENJOYMENT.
18
7.
ASSIGNMENT OR TRANSFER OF INTEREST; JUNIOR LOANS; SALE-LEASEBACKS; TERMINATION
OF CROSS-COLLATERALIZATION AND CROSS-DEFAULT
19
7.1
LENDERS.
19
7.2
EFFECT OF TRANSFER; COSTS.
20
7.3
JUNIOR LOANS.
20
7.4
SALE-LEASEBACK TRANSACTION.
21
7.5
TERMINATION OF CROSS-COLLATERALIZATION AND CROSS-DEFAULTS.
22
8.
CONFIDENTIALITY
23
9.
INDEMNIFICATION AND EXPENSES
24
9.1
GENERAL INDEMNITY.
24
9.2
EXPENSES.
28
9.3
GENERAL TAX INDEMNITY.
28
9.4
PAYMENTS.
38
9.5
INTEREST.
39
9.6
BENEFIT OF INDEMNITIES.
39
10.
INTENTIONALLY OMITTED.
39
i
11.
MISCELLANEOUS
39
11.1
AMENDMENTS.
39
11.2
SEVERABILITY.
39
11.3
SURVIVAL.
40
11.4
REPRODUCTION OF DOCUMENTS.
40
11.5
COUNTERPARTS.
40
11.6
NO WAIVER.
40
11.7
NOTICES.
40
11.8
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.
41
11.9
THIRD-PARTY BENEFICIARY.
42
11.10
ENTIRE AGREEMENT.
42
11.11
FURTHER ASSURANCES.
42
11.12
SECTION 1110.
42
ANNEX A - DEFINITIONS
EXHIBIT A - FORM OF MORTGAGE
EXHIBIT B - FORM OF DRAWDOWN NOTICE
EXHIBIT C - FORM OF TRANSFER CERTIFICATE
SCHEDULE 1 - ACCOUNTS ADDRESSES
SCHEDULE 2 - COMMITMENTS; TRANSACTION EXPENSES LIMIT
SCHEDULE 3 - PERMITTED COUNTRIES
ii
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is entered into as of February
, 2006
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 BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, in
its individual capacity ("WFB").
RECITALS
A. Borrower and Airframe Manufacturer have entered into the Purchase Agreement,
pursuant to which Airframe Manufacturer agreed to manufacture and sell to
Borrower, and Borrower agreed to purchase and