FISCAL YEAR AS IS CUSTOMARILY PREPARED BY MANAGEMENT
FOR ITS INTERNAL USE SETTING FORTH, WITH APPROPRIATE DISCUSSION, THE PRINCIPAL
ASSUMPTIONS UPON WHICH SUCH BUDGET IS BASED;
(D)
PROMPTLY AFTER ANY SENIOR FINANCIAL OR LEGAL OFFICER OF ANY LOAN PARTY
OBTAINS KNOWLEDGE THEREOF, NOTICE OF ANY CHANGE IN THE RATING ASSIGNED BY EITHER
RATING AGENCY TO THE FACILITIES;
34
(E)
WITHIN FIVE DAYS AFTER THE SAME ARE SENT, COPIES OF ALL FINANCIAL
STATEMENTS AND REPORTS THAT HOLDINGS SENDS TO THE HOLDERS OF ANY CLASS OF ITS
DEBT SECURITIES OR PUBLIC EQUITY SECURITIES AND, WITHIN FIVE DAYS AFTER THE SAME
ARE FILED, COPIES OF ALL FINANCIAL STATEMENTS AND REPORTS THAT HOLDINGS MAY MAKE
TO, OR FILE WITH, THE SEC (INCLUDING, WITHOUT LIMITATION, ANY FORM 10-K OR FORM
10-Q);
(F)
ON THE TWELVE MONTH ANNIVERSARY OF THE CLOSING DATE AND ON EACH ONE YEAR
ANNIVERSARY THEREAFTER, AN APPRAISAL OF THE POOL ASSETS;
(G)
WITHIN 45 DAYS AFTER THE CLOSE OF EACH CALENDAR QUARTER, NOTICE OF (I) ANY
ACQUISITION OF ANY ROUTE, SLOT, OR FOREIGN SLOT AND (II) ANY SALE OR TRANSFER OF
ANY ROUTE, SLOT OR FOREIGN SLOT, IN EACH CASE DURING SUCH CALENDAR QUARTER AND
CONFIRMING THE ROUTES, SLOTS AND FOREIGN SLOTS THEN IN EXISTENCE;
(H)
WITHIN TEN DAYS AFTER THE END OF EACH FISCAL QUARTER, A CERTIFICATE OF THE
CHIEF FINANCIAL OFFICER OF THE BORROWER (I) STATING THAT THE BORROWER IS
UTILIZING THE PACIFIC ROUTES, THE SLOTS AND THE FOREIGN SLOTS, IN EACH CASE, IN
A MANNER CONSISTENT IN ALL MATERIAL RESPECTS WITH APPLICABLE REGULATIONS AND
CONTRACTS AND WHETHER THE BORROWER HAS SATISFIED ALL APPLICABLE UTILIZATION
REQUIREMENTS SET FORTH IN ANY SUCH REGULATIONS AND CONTRACTS, (II) SHOWING THE
NUMBER OF FLIGHTS BY THE BORROWER DURING SUCH QUARTERLY PERIOD USING THE PACIFIC
ROUTES, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE NUMBER OF FLIGHTS BY
THE BORROWER USING SUCH ROUTES DURING THE CORRESPONDING QUARTERLY PERIOD IN
FISCAL YEAR 2004, AND (III) SHOWING THE AGGREGATE NUMBER OF DISPOSED JAPANESE
FOREIGN SLOTS PLUS UNAVAILABLE JAPANESE FOREIGN SLOTS, WHICH CERTIFICATE SHALL
BE SUBSTANTIALLY IN THE FORM OF EXHIBIT G;
(I)
PROMPTLY, SUCH INFORMATION AS TO THE SLOTS, FOREIGN SLOTS, THE PACIFIC
ROUTES AND GATE LEASEHOLDS AS THE ADMINISTRATIVE AGENT MAY FROM TIME TO TIME
REASONABLY REQUEST; AND
(J)
PROMPTLY, SUCH ADDITIONAL FINANCIAL AND OTHER INFORMATION AS THE REQUIRED
LENDERS MAY (THROUGH THE ADMINISTRATIVE AGENT) FROM TIME TO TIME REASONABLY
REQUEST.
Subject to the next succeeding sentence, information delivered pursuant to this
Section 6.2 to the Administrative Agent may be made available by the
Administrative Agent to the Lenders by posting such information on the
Intralinks website on the Internet at .
Information
delivered pursuant to this Section 6.2 may also be delivered by electronic
communication pursuant to procedures approved by the Administrative Agent
pursuant to Section 11.2(b) hereto.
Information required to be delivered
pursuant to this Section 6.2 (to the extent not made available as set forth
above) shall be deemed to have been delivered to the Administrative Agent on the
date on