AIRLINES, INC., WHICH IS AN INDIRECT WHOLLY
OWNED SUBSIDIARY OF THE COMPANY, AND ANY OF ITS DIRECT OR INDIRECT PARENT
ENTITIES WHICH ARE SUBSIDIARIES OF THE COMPANY, ARE NOT CURRENTLY PROHIBITED,
DIRECTLY OR INDIRECTLY, UNDER ANY AGREEMENT OR OTHER INSTRUMENT TO WHICH IT IS A
PARTY, OTHER THAN ANY CREDIT AGREEMENT TO WHICH IT IS A PARTY OR IS SUBJECT,
FROM PAYING ANY DIVIDENDS TO ITS PARENT, FROM MAKING ANY OTHER DISTRIBUTION ON
SUCH SUBSIDIARY'S CAPITAL STOCK, FROM REPAYING TO THE COMPANY OR ANY OTHER
SUBSIDIARY OF THE COMPANY ANY LOANS OR ADVANCES TO SUCH SUBSIDIARY FROM THE
COMPANY OR FROM ANY OTHER SUBSIDIARY OF THE COMPANY OR FROM TRANSFERRING ANY OF
SUCH SUBSIDIARY'S PROPERTIES OR ASSETS TO THE COMPANY OR ANY OTHER SUBSIDIARY OF
THE COMPANY.
15
(BB)
NO BROKER'S FEES.
EXCEPT FOR SEABURY TRANSPORTATION ADVISORS LLC,
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO ANY CONTRACT,
AGREEMENT OR UNDERSTANDING WITH ANY PERSON (OTHER THAN THIS AGREEMENT) THAT
WOULD GIVE RISE TO A VALID CLAIM AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES
OR THE INVESTOR FOR A BROKERAGE COMMISSION, FINDER'S FEE OR LIKE PAYMENT IN
CONNECTION WITH THE OFFERING AND SALE OF THE RIGHTS OR THE SHARES OR THE
PURCHASED SHARES.
(CC)
NO REGISTRATION RIGHTS.
EXCEPT FOR REGISTRATION RIGHTS GRANTED TO
A PURCHASER OF NEW COMMON STOCK AS CONTEMPLATED BY SECTION 5(J)(IV), AS OF THE
EFFECTIVE DATE, NO PERSON (OTHER THAN THE INVESTOR AND THE ULTIMATE PURCHASERS)
WILL HAVE THE RIGHT TO REQUIRE THE COMPANY OR ANY OF ITS SUBSIDIARIES TO
REGISTER ANY SECURITIES FOR SALE UNDER THE SECURITIES ACT BY REASON OF THE
FILING OF THE REGISTRATION STATEMENT WITH THE COMMISSION OR BY REASON OF THE
ISSUANCE AND SALE OF THE RIGHTS AND THE ECA SHARES.
NOTWITHSTANDING THE
FOREGOING, MEMBERS OF MANAGEMENT OF THE COMPANY WHO RECEIVE SHARES OF NEW COMMON
STOCK OR STOCK OPTIONS PURSUANT TO THE TRANSACTIONS CONTEMPLATED HEREIN MAY HAVE
SUCH SHARES OF NEW COMMON STOCK AND THE SHARES OF NEW COMMON STOCK ISSUABLE UPON
THE EXERCISE OF SUCH STOCK OPTIONS REGISTERED ON A FORM S-8 UNDER THE SECURITIES
ACT.
(DD)
NO STABILIZATION.
THE COMPANY HAS NOT TAKEN, DIRECTLY OR
INDIRECTLY, ANY ACTION DESIGNED TO OR THAT COULD REASONABLY BE EXPECTED TO CAUSE
OR RESULT IN ANY STABILIZATION OR MANIPULATION OF THE PRICE OF THE NEW COMMON
STOCK.
(EE)
MARGIN RULES.
NEITHER THE ISSUANCE, SALE AND DELIVERY OF THE
RIGHTS OR THE SHARES OR THE PURCHASED SHARES NOR THE APPLICATION OF THE PROCEEDS
THEREFROM BY THE COMPANY AS TO BE DESCRIBED IN THE REGISTRATION STATEMENT AND
THE PROSPECTUS WILL VIOLATE REGULATION T, U OR X OF THE BOARD OF GOVERNORS OF
THE FEDERAL RESERVE SYSTEM OR ANY OTHER REGULATION OF SUCH BOARD OF GOVERNORS.
4.
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
THE INVESTOR
REPRESENTS AND WARRANTS TO, AND AGREES WITH, THE COMPANY AS SET FORTH BELOW.
EACH REPRESENTATION, WARRANTY AND AGREEMENT IS MADE AS OF THE DATE HEREOF AND AS
OF THE CLOSING DATE:
(A)
INCORPORATION.
THE INVESTOR HAS