EXHIBIT 10.26
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 FOUR (4) PAGES OF
THIS EXHIBIT.
SECURITY AGREEMENT
dated as of August 31, 2005
between
AIRTRAN AIRWAYS, INC.,
Borrower
and
THE ROYAL BANK OF SCOTLAND PLC NEW YORK BRANCH,
Security Agent
Loan Certificates covering
Advance Payments relating to
Twelve (12) Boeing model 737-7BD Aircraft
each to be equipped with
Two (2) CFM International model CFM56 engines
TABLE OF CONTENTS
1.
DEFINITIONS
5
2.
THE CERTIFICATES
5
2.1
FORM OF LOAN CERTIFICATES
5
2.2
TERMS OF LOAN CERTIFICATES; DRAWINGS
5
2.3
TAXES
6
2.4
DISTRIBUTION OF FUNDS RECEIVED
8
2.5
METHOD OF PAYMENT
9
2.6
[INTENTIONALLY OMITTED]
10
2.7
REGISTRATION, TRANSFER AND EXCHANGE OF LOAN CERTIFICATES
10
2.8
MUTILATED, DESTROYED, LOST OR STOLEN LOAN CERTIFICATES
11
2.9
PAYMENT OF EXPENSES ON TRANSFER; CANCELLATION
11
2.10
PREPAYMENT
12
2.11
PROVISIONS RELATING TO PREPAYMENT
13
3.
EVENTS OF DEFAULT
13
4.
REMEDIES
14
4.1
GENERAL; ACCELERATION
14
4.2
DISCONTINUANCE OF PROCEEDINGS
16
4.3
WAIVER OF PAST DEFAULTS
16
4.4
REMEDIES CUMULATIVE
16
4.5
SECURITY AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT, ETC.
16
4.6
DUTY OF SECURITY AGENT
18
4.7
EXECUTION OF FINANCING STATEMENTS
18
4.8
AUTHORITY OF SECURITY AGENT
18
5.
INVESTMENT OF AMOUNTS HELD BY SECURITY AGENT
19
6.
SUPPLEMENTS AND AMENDMENTS TO THIS SECURITY AGREEMENT AND OTHER
DOCUMENTS
19
6.1
INSTRUCTIONS OF A MAJORITY IN INTEREST OF LENDERS
19
6.2
SECURITY AGENT PROTECTED
21
6.3
DOCUMENTS MAILED TO LENDERS
21
7.
MISCELLANEOUS
21
7.1
TERMINATION OF SECURITY AGREEMENT
21
7.2
NO LEGAL TITLE TO COLLATERAL IN HOLDERS
22
7.3
SALE OF COLLATERAL BY SECURITY AGENT IS BINDING
22
7.4
SECURITY AGREEMENT FOR BENEFIT OF SECURITY AGENT AND HOLDERS
22
7.5
NO ACTION CONTRARY TO BORROWER'S RIGHTS; QUIET ENJOYMENT
22
7.6
NOTICES
22
7.7
SEVERABILITY
22
7.8
NO ORAL MODIFICATIONS OR CONTINUING WAIVERS
23
i
7.9
SUCCESSORS AND ASSIGNS
23
7.10
NORMAL COMMERCIAL RELATIONS
23
7.11
HEADINGS
23
7.12
GOVERNING LAW
23
7.13
COUNTERPART FORM
23
7.14
SUBMISSION TO JURISDICTION; WAIVERS
24
ANNEX A - Definitions
EXHIBIT A - Form of Loan Certificate
SCHEDULE 1 - Purchase Agreement Reserved Provisions
SCHEDULE 2 - GTA Reserved Provisions
ii
SECURITY AGREEMENT
THIS SECURITY AGREEMENT, dated as of August 31, 2005 (this "Security
Agreement"), is by and between AIRTRAN AIRWAYS, INC. (the "Borrower") and THE
ROYAL BANK OF SCOTLAND PLC NEW YORK BRANCH, as Security Agent for the Lenders
(together with its successors hereunder in such capacity, the "Security Agent").
RECITALS:
WHEREAS, Borrower desires by this Security Agreement, among other things (i) to
provide for the issuance by Borrower to the Lenders of Loan Certificates
evidencing participation by the Lenders in the secured loans as provided in the
Credit Agreement, and (ii) to provide for the assignment, mortgage and pledge by
Borrower to Security Agent, as