Common use of Veto rights Clause in Contracts

Veto rights. (i) The parties agree that following the date hereof, neither the Company nor any of its Subsidiaries shall take, or be permitted to take, any of the following actions without the prior written consent of the Majority Oaktree Holder(s); (a) any amendment to the Certificate of Incorporation or bylaws of the Company that would adversely affect the rights of the holders of the Class A Preferred Stock in such capacity; (b) any change in the number of members of the Board or the rights of POF II and POF III to each designate one (1) member of the Board; (c) except for an Approved Sale, any (A) merger, consolidation, recapitalization or similar business combination involving the Company or any Subsidiaries of the Company constituting substantially all of the business of the Company and its Subsidiaries taken as a whole, (B) sale of substantially all of the assets of the Company or its Subsidiaries or (C) other Change in Control transaction; (d) except as contemplated by Section 5, any recapitalization, stock split or similar change in the capital stock of the Company; (e) any issuance of equity securities of the Company that are senior to or pari passu with the Class A Preferred Stock; (f) any redemption, repurchase or retirement of securities of the Company or any of its Subsidiaries (except pursuant to the Company’s employee equity incentive plan) or, prior to stated maturity, any indebtedness for borrowed money of the Company or any of its Subsidiaries other than pari passu, pro rata prepayments of debt securities held by the Indigo Investors and debt securities held by the Oaktree Investors or otherwise issued in the 2005 Recapitalization (the “2005 Notes”); (g) any divestiture, transfer, sale, assignment, lease by the Company or its Subsidiaries as lessor or disposal of any aircraft, aircraft engines, aircraft training devices or aircraft related parts and equipment assets (“Airline Assets”) having a value in excess of $40.0 million or any other assets having a value in excess of $10.0 million; (h) other than as contemplated by the Securities Purchase Agreement (as in effect on the date hereof without taking into account any future amendments thereto), the incurrence of indebtedness that is senior to or pari passu in right of payment to the 2005 Notes, the giving of any guarantee that is senior to or pari passu in right of payment to the 2005 Notes or the subjecting of any properties or assets of the Company to any lien, encumbrance or charge (but excluding any operating lease or capital lease or other financings in connection with the acquisition or financing or re-financing of any Airline Assets) in excess of $25.0 million in the aggregate, including issuance of debt securities and assumption of any obligation as part of a deferred purchase price; (i) the incurrence of indebtedness that is junior in right of payment to the 2005 Notes or the giving of any guarantee that is junior in right of payment to the 2005 Notes (but excluding any operating lease or capital lease or other financings in connection with the acquisition or financing or re-financing of Airline Assets) in excess of $25.0 million, including issuance of debt securities and assumption of any obligations as part of a deferred purchase price; or (j) the execution of any inter-company agreement or any agreement with the Company, or modification or amendment of any agreement, in which any stockholder, director or member of senior management or Affiliate of any of the foregoing has a direct or indirect interest or any other transaction between the Company and any of the foregoing (other than arrangements for compensation, expense reimbursement and related costs associated with any employee or independent director). (ii) The parties agree that following the date hereof, so long as the Indigo Investors hold a majority of the issued and outstanding Common Stock of the Company (whether voting or non-voting), neither the Company nor any of its Subsidiaries shall take, or be permitted to take, any of the following actions without the prior written consent of the Majority Indigo Investors; (a) the reincorporation of the Company into any other jurisdiction; (b) any amendment to the Certificate of Incorporation or bylaws of the Company; (c) any change in the number of members of the Board or the rights of Indigo Florida and Indigo Miramar to each designate two (2) members of the Board; (d) any merger, consolidation, recapitalization or similar business combination involving the Company or any Subsidiaries of the Company constituting substantially all of the business of the Company and its Subsidiaries taken as a whole, sale of substantially all of the assets or stock of the Company or its Subsidiaries or any other change of control transaction; (e) any recapitalization, stock split or similar change in the capital stock of the Company; (f) any declaration or payment of any dividend or distribution by the Company; (g) any material modification or amendment of the terms of any of the Company’s securities, (h) any liquidation, bankruptcy, suspension of payments, assignment for the benefit of creditors of or by the Company or any similar matter; (i) any amendment to the Company’s Restricted Stock Plan or the adoption or modification of or amendment to any other equity based or other management incentive plan for the benefit of employees and any amendment to the Restricted Stock Plan or other management incentive plan; (j) any acquisition, divestiture, transfer, sale, assignment, lease, encumbrance or disposal of any material asset (including aircraft and aircraft engines); (k) the execution, amendment or termination of any material agreement regarding the maintenance of the Company’s aircraft or aircraft engines; (l) the incurrence of any material indebtedness, including issuance of debt securities, assumption of any obligation as part of a deferred purchase price or the execution of any operating or capital lease; (m) subjecting any material properties or assets of the Company to any lien, pledge mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude or transfer restriction, or the giving of any material guarantee or indemnity by the Company; (n) the execution of any inter-company agreement or any agreement with the Company, or modification or amendment of any agreement, in which any stockholder, director or member of senior management or Affiliate of any of the foregoing has a direct or indirect interest or any other transaction between the Company and any of the foregoing (other than arrangements for compensation, expense reimbursement and related costs associated with any employee or independent director); (o) other than as contemplated by the Securities Purchase Agreement, the incurrence of indebtedness that is senior to or pari passu in right of payment to the 2005 Notes, or the giving of any guarantee that is senior to or pari passu in right of payment to the 2005 Notes; (p) the incurrence of indebtedness that is junior in right of payment to the 2005 Notes or the giving of any guarantee that is junior in right of payment to the 2005 Notes; (q) any public offering involving the Company or listing of its securities, including all matters related thereto; (r) the execution, amendment or termination of any labor agreement; (s) the appointment, removal and remuneration of Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Commercial Officer, if any, of the Company; (t) any material change in the nature of the business conducted by the Company and its Subsidiaries; (u) any major strategic decision including revenue, scheduling and marketing strategies, alliances and code share agreements; (v) the adoption of the Company’s annual business plan, including the annual operating and capital budget, or any material modification thereto or material deviation from those plans; (w) the prosecution, settlement or compromise of any lawsuit or administrative action involving material exposures; (x) the appointment or removal of the Company’s independent auditors or any material change in its accounting policies, practices or principles; or (y) enter into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or any of its Subsidiaries’ of material assets. (iii) The parties agree that following the date hereof, in the event that the Indigo Investors hold less than a majority of the issued and outstanding Common Stock of the Company (whether voting or non-voting) for any reason other than the issuance of shares of Common Stock to employees, consultants, directors or other service providers to the Company or any action required by the U.S. Department of Transportation to be taken with respect to ownership of the shares of Common Stock of the Company by the Indigo Purchasers, neither the Company nor any of its Subsidiaries shall take, or be permitted to take, any of the following actions without the prior written consent of the Majority Indigo Holder(s); (a) any amendment to the Certificate of Incorporation or bylaws of the Company that would adversely affect the rights of the holders of Common Stock in such capacity; (b) any change in the number of members of the Board or the rights of Indigo Florida and Indigo Miramar to each designate two (2) members of the Board; (c) except for an Approved Sale, any (A) merger, consolidation, recapitalization or similar business combination involving the Company or any Subsidiaries of the Company constituting substantially all of the business of the Company and its Subsidiaries taken as a whole, (B) sale of substantially all of the assets of the Company or its Subsidiaries or (C) other Change in Control transaction; (d) except as contemplated by Section 5, any recapitalization, stock split or similar change in the capital stock of the Company; (e) any issuance of equity securities of the Company that are senior to or pari passu with the Class A Preferred Stock; (f) any redemption, repurchase or retirement of securities of the Company (except pursuant to the Company’s employee equity incentive plan) or any of its Subsidiaries or, prior to stated maturity, any indebtedness for borrowed money of the Company or any of its Subsidiaries other than pari passu, pro rata prepayments of debt securities held by the Indigo Investors and the 2005 Notes; (g) any divestiture, transfer, sale, assignment, lease by the Company or its Subsidiaries as lessor or disposal of any Airline Assets having a value in excess of $40.0 million or any other assets having a value in excess of $10.0 million; (h) other than as contemplated by the Securities Purchase Agreement (as in effect on the date hereof without taking into account any future amendments thereto), the incurrence of indebtedness that is senior to or pari passu in right of payment to the 2005 Notes, the giving of any guarantee that is senior to or pari passu in right of payment to the 2005 Notes or the subjecting of any properties or assets of the Company to any lien, encumbrance or charge (but excluding any operating lease or capital lease or other financings in connection with the acquisition or financing or re-financing of any Airline Assets) in excess of $25.0 million in the aggregate, including issuance of debt securities and assumption of any obligation as part of a deferred purchase price; (i) the incurrence of indebtedness that is junior in right of payment to the 2005 Notes or the giving of any guarantee that is junior in right of payment to the 2005 Notes (but excluding any operating lease or capital lease or other financings in connection with the acquisition or financing or re-financing of Airline Assets) in excess of $25.0 million, including issuance of debt securities and assumption of any obligations as part of a deferred purchase price; or (j) the execution of any inter-company agreement or any agreement with the Company, or modification or amendment of any agreement, in which any stockholder, director or member of senior management or Affiliate of any of the foregoing has a direct or indirect interest or any other transaction between the Company and any of the foregoing (other than arrangements for compensation, expense reimbursement and related costs associated with any employee or independent director).

Veto rights. (i) The parties agree that following the date hereof, neither Unless the Company nor any of its Subsidiaries shall take, or be permitted to take, any of the following actions without obtain the prior written consent of the Majority Oaktree Holder(s);Registered Holder, as long as the Warrant remains outstanding the Company shall not (and shall cause its subsidiaries not to): (a) any amendment to Alter, change or amend the Certificate of Incorporation preferences or bylaws of the Company that would adversely affect the rights of the holders Warrant or create a class of securities (including convertible debt) or reclassify existing securities with rights, preferences or provisions which rank senior to or on a parity with the Class A Preferred Stock in such capacityWarrant; (b) Amend the Company's corporate charter or by-laws in any change manner that adversely affects, or could adversely affect, the rights or preferences of the Warrant (but excluding an increase in the number of members shares of capital stock which the Board or the rights of POF II and POF III Company is authorized to each designate one (1) member of the Boardissue); (c) except for an Approved SaleSell, any (A) merger, consolidation, recapitalization lease or similar business combination involving the Company otherwise dispose of all or any Subsidiaries of the Company constituting substantially all of the business of the Company and its Subsidiaries taken as a whole, (B) sale of substantially all of the assets of the Company Company, or its Subsidiaries otherwise be acquired by any other person (by way or (C) other Change in Control transactionmerger or otherwise); (d) except as contemplated Acquire any other business or company, whether by Section 5purchase of assets, purchase of stock or otherwise, or acquire any recapitalizationproprietary interest, stock split directly or similar change indirectly, in the capital stock any corporation, association, trust, partnership, joint venture or other entity in a transaction or series of the Companytransactions; (e) any issuance of equity securities of Except as may be required by the Company that are senior to or pari passu with the Class A outstanding Series C and Series D Preferred Stock; (f) , pay dividends on or make other distributions with respect to any redemption, repurchase or retirement of securities of the Company or any of its Subsidiaries (except pursuant to the Company’s employee equity incentive plan) or, prior to stated maturity, any indebtedness for borrowed money of the Company or any of its Subsidiaries other than pari passu, pro rata prepayments of debt securities held by the Indigo Investors and debt securities held by the Oaktree Investors or otherwise issued dividends payable in the 2005 Recapitalization (the “2005 Notes”); (g) any divestiture, transfer, sale, assignment, lease by the Company or its Subsidiaries as lessor or disposal form of any aircraft, aircraft engines, aircraft training devices or aircraft related parts and equipment assets (“Airline Assets”) having a value in excess shares of $40.0 million or any other assets having a value in excess of $10.0 million; (h) other than as contemplated by the Securities Purchase Agreement (as in effect on the date hereof without taking into account any future amendments thereto), the incurrence of indebtedness that is senior to or pari passu in right of payment to the 2005 Notes, the giving of any guarantee that is senior to or pari passu in right of payment to the 2005 Notes or the subjecting of any properties or assets of the Company to any lien, encumbrance or charge (but excluding any operating lease or capital lease or other financings in connection with the acquisition or financing or re-financing of any Airline Assets) in excess of $25.0 million in the aggregate, including issuance of debt securities and assumption of any obligation as part of a deferred purchase price; (i) the incurrence of indebtedness that is junior in right of payment to the 2005 Notes or the giving of any guarantee that is junior in right of payment to the 2005 Notes (but excluding any operating lease or capital lease or other financings in connection with the acquisition or financing or re-financing of Airline Assets) in excess of $25.0 million, including issuance of debt securities and assumption of any obligations as part of a deferred purchase price; or (j) the execution of any inter-company agreement or any agreement with the Company, or modification or amendment of any agreement, in which any stockholder, director or member of senior management or Affiliate of any of the foregoing has a direct or indirect interest or any other transaction between the Company and any of the foregoing (other than arrangements for compensation, expense reimbursement and related costs associated with any employee or independent director). (ii) The parties agree that following the date hereof, so long as the Indigo Investors hold a majority of the issued and outstanding Common Stock of the Company (whether voting or non-voting), neither the Company nor any of its Subsidiaries shall take, or be permitted to take, any of the following actions without the prior written consent of the Majority Indigo Investors; (a) the reincorporation of the Company into any other jurisdiction; (b) any amendment to the Certificate of Incorporation or bylaws of the Company; (c) any change in the number of members of the Board or the rights of Indigo Florida and Indigo Miramar to each designate two (2) members of the Board; (d) any merger, consolidation, recapitalization or similar business combination involving the Company or any Subsidiaries of the Company constituting substantially all of the business of the Company and its Subsidiaries taken as a whole, sale of substantially all of the assets or stock of the Company or its Subsidiaries or any other change of control transaction; (e) any recapitalization, stock split or similar change in the capital stock of the Company; (f) Repurchase or redeem any declaration securities, except for redemptions of shares (or payment options) held by employees of any dividend or distribution by the Company, in a transaction or series of transactions for an aggregate number of shares of Common Stock less than five (5%) of the outstanding shares of Common Stock of the Company on a fully diluted basis at the time of such repurchases or redemptions; (g) Make any material modification capital expenditures individually or amendment in the aggregate in excess of the terms of $500,000 in any of fiscal year (except for ordinary course purchases in accordance with the Company’s securities,'s past practices); (h) any liquidationDissolve, bankruptcy, suspension liquidate or wind up the business of payments, assignment for the benefit of creditors of or by the Company or any similar matter;Company; or (i) any amendment to the Company’s Restricted Stock Plan or the adoption or modification of or amendment to any other equity based or other management incentive plan for the benefit of employees and any amendment to the Restricted Stock Plan or other management incentive plan; (j) any acquisition, divestiture, transfer, sale, assignment, lease, encumbrance or disposal of any material asset (including aircraft and aircraft engines); (k) the execution, amendment or termination of any material agreement regarding the maintenance of the Company’s aircraft or aircraft engines; (l) the incurrence of any material indebtedness, including issuance of debt securities, assumption of any obligation as part of a deferred purchase price or the execution of any operating or capital lease; (m) subjecting any material properties or assets of the Company to any lien, pledge mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude or transfer restriction, or the giving of any material guarantee or indemnity by the Company; (n) the execution of any inter-company agreement or any agreement with the Company, or modification or amendment of any agreement, in which any stockholder, director or member of senior management or Affiliate of any of the foregoing has a direct or indirect interest or any other transaction between the Company and any of the foregoing (other than arrangements for compensation, expense reimbursement and related costs associated with any employee or independent director); (o) other than as contemplated by the Securities Purchase Agreement, the incurrence of indebtedness that is senior to or pari passu in right of payment to the 2005 Notes, or the giving of any guarantee that is senior to or pari passu in right of payment to the 2005 Notes; (p) the incurrence of indebtedness that is junior in right of payment to the 2005 Notes or the giving of any guarantee that is junior in right of payment to the 2005 Notes; (q) any public offering involving the Company or listing of its securities, including all matters related thereto; (r) the execution, amendment or termination of any labor agreement; (s) the appointment, removal and remuneration of Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Commercial Officer, if any, of the Company; (t) Make any material change in the nature of the business conducted by the Company and its Subsidiaries; (u) any major strategic decision including revenue, scheduling and marketing strategies, alliances and code share agreements; (v) the adoption of the Company’s annual business plan, including the annual operating and capital budget, or any material modification thereto or material deviation from those plans; (w) the prosecution, settlement or compromise of any lawsuit or administrative action involving material exposures; (x) the appointment or removal of the Company’s independent auditors or any material change in its accounting policies, practices or principles; or (y) enter into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or any of its Subsidiaries’ of material assetsbusiness. (iii) The parties agree that following the date hereof, in the event that the Indigo Investors hold less than a majority of the issued and outstanding Common Stock of the Company (whether voting or non-voting) for any reason other than the issuance of shares of Common Stock to employees, consultants, directors or other service providers to the Company or any action required by the U.S. Department of Transportation to be taken with respect to ownership of the shares of Common Stock of the Company by the Indigo Purchasers, neither the Company nor any of its Subsidiaries shall take, or be permitted to take, any of the following actions without the prior written consent of the Majority Indigo Holder(s); (a) any amendment to the Certificate of Incorporation or bylaws of the Company that would adversely affect the rights of the holders of Common Stock in such capacity; (b) any change in the number of members of the Board or the rights of Indigo Florida and Indigo Miramar to each designate two (2) members of the Board; (c) except for an Approved Sale, any (A) merger, consolidation, recapitalization or similar business combination involving the Company or any Subsidiaries of the Company constituting substantially all of the business of the Company and its Subsidiaries taken as a whole, (B) sale of substantially all of the assets of the Company or its Subsidiaries or (C) other Change in Control transaction; (d) except as contemplated by Section 5, any recapitalization, stock split or similar change in the capital stock of the Company; (e) any issuance of equity securities of the Company that are senior to or pari passu with the Class A Preferred Stock; (f) any redemption, repurchase or retirement of securities of the Company (except pursuant to the Company’s employee equity incentive plan) or any of its Subsidiaries or, prior to stated maturity, any indebtedness for borrowed money of the Company or any of its Subsidiaries other than pari passu, pro rata prepayments of debt securities held by the Indigo Investors and the 2005 Notes; (g) any divestiture, transfer, sale, assignment, lease by the Company or its Subsidiaries as lessor or disposal of any Airline Assets having a value in excess of $40.0 million or any other assets having a value in excess of $10.0 million; (h) other than as contemplated by the Securities Purchase Agreement (as in effect on the date hereof without taking into account any future amendments thereto), the incurrence of indebtedness that is senior to or pari passu in right of payment to the 2005 Notes, the giving of any guarantee that is senior to or pari passu in right of payment to the 2005 Notes or the subjecting of any properties or assets of the Company to any lien, encumbrance or charge (but excluding any operating lease or capital lease or other financings in connection with the acquisition or financing or re-financing of any Airline Assets) in excess of $25.0 million in the aggregate, including issuance of debt securities and assumption of any obligation as part of a deferred purchase price; (i) the incurrence of indebtedness that is junior in right of payment to the 2005 Notes or the giving of any guarantee that is junior in right of payment to the 2005 Notes (but excluding any operating lease or capital lease or other financings in connection with the acquisition or financing or re-financing of Airline Assets) in excess of $25.0 million, including issuance of debt securities and assumption of any obligations as part of a deferred purchase price; or (j) the execution of any inter-company agreement or any agreement with the Company, or modification or amendment of any agreement, in which any stockholder, director or member of senior management or Affiliate of any of the foregoing has a direct or indirect interest or any other transaction between the Company and any of the foregoing (other than arrangements for compensation, expense reimbursement and related costs associated with any employee or independent director).

Veto rights. (i) The parties agree that following the date hereof, neither the Company nor any of So long as BTI or its Subsidiaries shall take, or be permitted to take, any Affiliates beneficially owns at least 10% of the following actions without the prior written consent of the Majority Oaktree Holder(s); (a) any amendment to the Certificate of Incorporation or bylaws of the Company that would adversely affect the rights of the holders of the Class A Preferred Stock in such capacity; (b) any change in the number of members of the Board or the rights of POF II and POF III to each designate one (1) member of the Board; (c) except for an Approved Sale, any (A) merger, consolidation, recapitalization or similar business combination involving the Company or any Subsidiaries of the Company constituting substantially all of the business of the Company and its Subsidiaries taken as a whole, (B) sale of substantially all of the assets of the Company or its Subsidiaries or (C) other Change in Control transaction; (d) except as contemplated by Section 5, any recapitalization, stock split or similar change in the capital stock of the Company; (e) any issuance of equity securities of the Company that are senior to or pari passu with the Class A Preferred Stock; (f) any redemption, repurchase or retirement of securities of the Company or any of its Subsidiaries (except pursuant to the Company’s employee equity incentive plan) or, prior to stated maturity, any indebtedness for borrowed money of the Company or any of its Subsidiaries other than pari passu, pro rata prepayments of debt securities held by the Indigo Investors and debt securities held by the Oaktree Investors or otherwise issued in the 2005 Recapitalization (the “2005 Notes”); (g) any divestiture, transfer, sale, assignment, lease by the Company or its Subsidiaries as lessor or disposal of any aircraft, aircraft engines, aircraft training devices or aircraft related parts and equipment assets (“Airline Assets”) having a value in excess of $40.0 million or any other assets having a value in excess of $10.0 million; (h) other than as contemplated by the Securities Purchase Agreement (as in effect on the date hereof without taking into account any future amendments thereto), the incurrence of indebtedness that is senior to or pari passu in right of payment to the 2005 Notes, the giving of any guarantee that is senior to or pari passu in right of payment to the 2005 Notes or the subjecting of any properties or assets of the Company to any lien, encumbrance or charge (but excluding any operating lease or capital lease or other financings in connection with the acquisition or financing or re-financing of any Airline Assets) in excess of $25.0 million in the aggregate, including issuance of debt securities and assumption of any obligation as part of a deferred purchase price; (i) the incurrence of indebtedness that is junior in right of payment to the 2005 Notes or the giving of any guarantee that is junior in right of payment to the 2005 Notes (but excluding any operating lease or capital lease or other financings in connection with the acquisition or financing or re-financing of Airline Assets) in excess of $25.0 million, including issuance of debt securities and assumption of any obligations as part of a deferred purchase price; or (j) the execution of any inter-company agreement or any agreement with the Company, or modification or amendment of any agreement, in which any stockholder, director or member of senior management or Affiliate of any of the foregoing has a direct or indirect interest or any other transaction between the Company and any of the foregoing (other than arrangements for compensation, expense reimbursement and related costs associated with any employee or independent director). (ii) The parties agree that following the date hereof, so long as the Indigo Investors hold a majority of the issued and outstanding Common Stock of the Company (whether voting assuming conversion of all Series Preferred) or non-voting), neither the Company nor any shares of its Subsidiaries shall take, or be permitted to take, any of the following actions without the prior written consent of the Majority Indigo Investors; (a) the reincorporation of the Company into any other jurisdiction; (b) any amendment to the Certificate of Incorporation or bylaws of the Company; (c) any change in the Series F Preferred Stock representing such number of members of the Board or the rights of Indigo Florida and Indigo Miramar to each designate two (2) members of the Board; (d) any merger, consolidation, recapitalization or similar business combination involving the Company or any Subsidiaries of the Company constituting substantially all of the business of the Company and its Subsidiaries taken as a whole, sale of substantially all of the assets or stock of the Company or its Subsidiaries or any other change of control transaction; (e) any recapitalization, stock split or similar change in the capital stock of the Company; (f) any declaration or payment of any dividend or distribution by the Company; (g) any material modification or amendment of the terms of any of the Company’s securities, (h) any liquidation, bankruptcy, suspension of payments, assignment for the benefit of creditors of or by the Company or any similar matter; (i) any amendment to the Company’s Restricted Stock Plan or the adoption or modification of or amendment to any other equity based or other management incentive plan for the benefit of employees and any amendment to the Restricted Stock Plan or other management incentive plan; (j) any acquisition, divestiture, transfer, sale, assignment, lease, encumbrance or disposal of any material asset (including aircraft and aircraft engines); (k) the execution, amendment or termination of any material agreement regarding the maintenance of the Company’s aircraft or aircraft engines; (l) the incurrence of any material indebtedness, including issuance of debt securities, assumption of any obligation as part of a deferred purchase price or the execution of any operating or capital lease; (m) subjecting any material properties or assets of the Company to any lien, pledge mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude or transfer restriction, or the giving of any material guarantee or indemnity by the Company; (n) the execution of any inter-company agreement or any agreement with the Company, or modification or amendment of any agreement, in which any stockholder, director or member of senior management or Affiliate of any of the foregoing has a direct or indirect interest or any other transaction between the Company and any of the foregoing (other than arrangements for compensation, expense reimbursement and related costs associated with any employee or independent director); (o) other than as contemplated by the Securities Purchase Agreement, the incurrence of indebtedness that is senior to or pari passu in right of payment to the 2005 Notes, or the giving of any guarantee that is senior to or pari passu in right of payment to the 2005 Notes; (p) the incurrence of indebtedness that is junior in right of payment to the 2005 Notes or the giving of any guarantee that is junior in right of payment to the 2005 Notes; (q) any public offering involving the Company or listing of its securities, including all matters related thereto; (r) the execution, amendment or termination of any labor agreement; (s) the appointment, removal and remuneration of Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Commercial Officer, if any, of the Company; (t) any material change in the nature of the business conducted by the Company and its Subsidiaries; (u) any major strategic decision including revenue, scheduling and marketing strategies, alliances and code share agreements; (v) the adoption of the Company’s annual business plan, including the annual operating and capital budget, or any material modification thereto or material deviation from those plans; (w) the prosecution, settlement or compromise of any lawsuit or administrative action involving material exposures; (x) the appointment or removal of the Company’s independent auditors or any material change in its accounting policies, practices or principles; or (y) enter into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or any of its Subsidiaries’ of material assets. (iii) The parties agree that following the date hereof, in the event that the Indigo Investors hold less than a majority of the issued and outstanding Common Stock of the Company (whether voting or non-voting) for any reason other than the issuance of shares of Common Stock on an as-converted basis (subject to employeesadjustment for any stock split, consultantsreverse stock split and the like), directors the approval of at least one of the BTI Nominees shall be required for the Board of Directors of the Company or other service providers any Subsidiary to approve and authorize any of the following with respect to the Company or any action required by Subsidiary: (A) Any increase or decrease in the U.S. Department total authorized shares of, or issuance, sale, pledge or other disposition of, capital stock or any security exchangeable or exerciseable for or convertible into capital stock; (B) Any payment of Transportation to be taken any cash or non-cash dividends or other distributions with respect to ownership any capital stock; (C) Any reclassification, combination, split, subdivision, redemption, repurchase or other acquisition of any shares of capital stock (excluding repurchases upon termination of services, the Company's exercise of its rights under Section 5 hereof where BTI or its Affiliate is the Section 5 Selling Purchaser, the redemption of the Series E Preferred Stock, and the redemption by the Company of up to 2,222,222 shares of Common Series C Preferred Stock of from Xxxxxxx X. Xxxxxx pursuant to the Company by the Indigo PurchasersStock Purchase Agreement dated July 12, neither the Company nor any of its Subsidiaries shall take, or be permitted to take, any of the following actions without the prior written consent of the Majority Indigo Holder(s1999); (aD) any amendment to the Certificate Any individual incurrence or guarantee of Incorporation or bylaws of the Company that would adversely affect the rights of the holders of Common Stock in such capacity; indebtedness (bexcluding draw downs on credit facilities) any change in the number of members of the Board or the rights of Indigo Florida and Indigo Miramar to each designate two (2) members of the Board; (c) except for an Approved Sale, any (A) merger, consolidation, recapitalization or similar business combination involving the Company or any Subsidiaries of the Company constituting substantially all of the business of the Company and its Subsidiaries taken as a whole, (B) sale of substantially all of the assets of the Company or its Subsidiaries or (C) other Change in Control transaction; (d) except as contemplated by Section 5, any recapitalization, stock split or similar change in the capital stock of the Company; (e) any individual issuance of equity securities of the Company that are senior to or pari passu with the Class A Preferred Stock; (f) any redemption, repurchase or retirement of securities of the Company (except pursuant to the Company’s employee equity incentive plan) or any of its Subsidiaries or, prior to stated maturity, any indebtedness for borrowed money of the Company or any of its Subsidiaries other than pari passu, pro rata prepayments of debt securities held by the Indigo Investors and the 2005 Notes; (g) any divestiture, transfer, sale, assignment, lease by the Company or its Subsidiaries as lessor or disposal of any Airline Assets having a value in excess of $40.0 million 25,000,000; (E) Any change in the size or composition of the Board of Directors or any committee of the Board of Directors or create any new committee of the Board of Directors; (F) Any transaction with an Affiliate or any entity in which an Affiliate has an interest as a director, officer, employee or greater than 5% stockholder or interest through a family relationship (excluding repurchases upon termination of services, the Company's exercise of its rights under Section 5 hereof where BTI or its Affiliate is the Section 5 Selling Purchaser, the redemption of the Series E Preferred Stock, and the redemption by the Company of up to 2,222,222 shares of Series C Preferred Stock from Xxxxxxx X. Xxxxxx pursuant to the Stock Repurchase Agreement dated July 12, 1999); (G) Any hiring or termination of a chief executive officer; (H) Any adoption or modification of the annual budget and business plan; (I) Any amendment or modification of any material provision of the Indenture for the Company's Senior Notes, or the Company's main credit facility or any other material contract; (J) Any adoption, renewal or material modification of any material compensation or benefit plan or arrangement; (K) Any authorization of entering into a new line of business provided as of the date hereof; (L) Any consolidation, reorganization, share exchange, recapitalization, business combination, merger or similar transaction other than intra-Company transactions; (M) Any sale, pledge, grant of security interest, lease, transfer or other disposition of assets having a value in excess of twenty-five million dollars ($10.0 million25,000,000); (hN) other than as contemplated by the Securities Purchase Agreement (as in effect on the date hereof without taking into account any future amendments thereto), the incurrence Any acquisition of indebtedness that is senior to assets or pari passu in right of payment to the 2005 Notes, the giving securities of any guarantee that is senior to other person or pari passu in right entity, except for acquisitions involving cash with an aggregate value of payment to the 2005 Notes or the subjecting of less than twenty-five million dollars ($25,000,000) for any properties or assets of the Company to any lien, encumbrance or charge (but excluding any operating lease or capital lease or other financings in connection with the single acquisition or financing or re-financing series of any Airline Assets) in excess of $25.0 million in the aggregate, including issuance of debt securities and assumption of any obligation as part of a deferred purchase pricerelated transactions; (iO) the incurrence of indebtedness that is junior in right of payment Any amendment to the 2005 Notes Company's Restated Certificate or Bylaws; (P) Any voting or similar agreement concerning the Company's capital stock; (Q) Any payment, discharge or satisfaction of any material claim, liability or obligation or the giving commencement of any guarantee that is junior in right material suit or proceeding; (R) Any joint venture or similar profit sharing arrangement involving material assets or the payment or receipt of payment to the 2005 Notes more than twenty-five million dollars (but excluding any operating lease $25,000,000); (S) Any material license, contract or capital lease or other financings in connection with the acquisition or financing or re-financing of Airline Assets) in excess of $25.0 million, including issuance of debt securities and assumption of any obligations as part of a deferred purchase priceagreement; or (jT) the execution Any liquidation, dissolution or winding up of any inter-company agreement or any agreement with the Company, or modification or amendment of any agreement, in which any stockholder, director or member of senior management or Affiliate of any of the foregoing has a direct or indirect interest or any other transaction between the Company and any of the foregoing (other than arrangements for compensation, expense reimbursement and related costs associated with any employee or independent director).

Veto rights. (i) The parties agree that following the date hereof, neither the Company nor any of So long as BTI or its Subsidiaries shall take, or be permitted to take, any Affiliates beneficially owns at least 6,666,667 shares of the following actions without the prior written consent of the Majority Oaktree Holder(s); (a) any amendment to the Certificate of Incorporation or bylaws of the Company that would adversely affect the rights of the holders of the Class A Preferred Common Stock in such capacity; (b) any change in the number of members of the Board or the rights of POF II and POF III to each designate one (1) member of the Board; (c) except for an Approved Sale, any (A) merger, consolidation, recapitalization or similar business combination involving the Company or any Subsidiaries of the Company constituting substantially all of the business of the Company and its Subsidiaries taken as a whole, (B) sale of substantially all of the assets of the Company or its Subsidiaries or shares of Series F Preferred Stock representing such number of shares of Common on an as-converted basis Stock (C) other Change in Control transaction; (d) except as contemplated by Section 5subject to adjustment for any stock split, any recapitalization, reverse stock split or similar change in and the capital stock like), the approval of at least one of the Company; (e) any issuance BTI Nominees shall be required for the Board of equity securities of the Company that are senior to or pari passu with the Class A Preferred Stock; (f) any redemption, repurchase or retirement of securities Directors of the Company or any of its Subsidiaries (except pursuant Subsidiary to the Company’s employee equity incentive plan) or, prior to stated maturity, any indebtedness for borrowed money of the Company or any of its Subsidiaries other than pari passu, pro rata prepayments of debt securities held by the Indigo Investors approve and debt securities held by the Oaktree Investors or otherwise issued in the 2005 Recapitalization (the “2005 Notes”); (g) any divestiture, transfer, sale, assignment, lease by the Company or its Subsidiaries as lessor or disposal of any aircraft, aircraft engines, aircraft training devices or aircraft related parts and equipment assets (“Airline Assets”) having a value in excess of $40.0 million or any other assets having a value in excess of $10.0 million; (h) other than as contemplated by the Securities Purchase Agreement (as in effect on the date hereof without taking into account any future amendments thereto), the incurrence of indebtedness that is senior to or pari passu in right of payment to the 2005 Notes, the giving of any guarantee that is senior to or pari passu in right of payment to the 2005 Notes or the subjecting of any properties or assets of the Company to any lien, encumbrance or charge (but excluding any operating lease or capital lease or other financings in connection with the acquisition or financing or re-financing of any Airline Assets) in excess of $25.0 million in the aggregate, including issuance of debt securities and assumption of any obligation as part of a deferred purchase price; (i) the incurrence of indebtedness that is junior in right of payment to the 2005 Notes or the giving of any guarantee that is junior in right of payment to the 2005 Notes (but excluding any operating lease or capital lease or other financings in connection with the acquisition or financing or re-financing of Airline Assets) in excess of $25.0 million, including issuance of debt securities and assumption of any obligations as part of a deferred purchase price; or (j) the execution of any inter-company agreement or any agreement with the Company, or modification or amendment of any agreement, in which any stockholder, director or member of senior management or Affiliate of any of the foregoing has a direct or indirect interest or any other transaction between the Company and any of the foregoing (other than arrangements for compensation, expense reimbursement and related costs associated with any employee or independent director). (ii) The parties agree that following the date hereof, so long as the Indigo Investors hold a majority of the issued and outstanding Common Stock of the Company (whether voting or non-voting), neither the Company nor any of its Subsidiaries shall take, or be permitted to take, authorize any of the following actions without the prior written consent of the Majority Indigo Investors; (a) the reincorporation of the Company into any other jurisdiction; (b) any amendment to the Certificate of Incorporation or bylaws of the Company; (c) any change in the number of members of the Board or the rights of Indigo Florida and Indigo Miramar to each designate two (2) members of the Board; (d) any merger, consolidation, recapitalization or similar business combination involving the Company or any Subsidiaries of the Company constituting substantially all of the business of the Company and its Subsidiaries taken as a whole, sale of substantially all of the assets or stock of the Company or its Subsidiaries or any other change of control transaction; (e) any recapitalization, stock split or similar change in the capital stock of the Company; (f) any declaration or payment of any dividend or distribution by the Company; (g) any material modification or amendment of the terms of any of the Company’s securities, (h) any liquidation, bankruptcy, suspension of payments, assignment for the benefit of creditors of or by the Company or any similar matter; (i) any amendment to the Company’s Restricted Stock Plan or the adoption or modification of or amendment to any other equity based or other management incentive plan for the benefit of employees and any amendment to the Restricted Stock Plan or other management incentive plan; (j) any acquisition, divestiture, transfer, sale, assignment, lease, encumbrance or disposal of any material asset (including aircraft and aircraft engines); (k) the execution, amendment or termination of any material agreement regarding the maintenance of the Company’s aircraft or aircraft engines; (l) the incurrence of any material indebtedness, including issuance of debt securities, assumption of any obligation as part of a deferred purchase price or the execution of any operating or capital lease; (m) subjecting any material properties or assets of the Company to any lien, pledge mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude or transfer restriction, or the giving of any material guarantee or indemnity by the Company; (n) the execution of any inter-company agreement or any agreement with the Company, or modification or amendment of any agreement, in which any stockholder, director or member of senior management or Affiliate of any of the foregoing has a direct or indirect interest or any other transaction between the Company and any of the foregoing (other than arrangements for compensation, expense reimbursement and related costs associated with any employee or independent director); (o) other than as contemplated by the Securities Purchase Agreement, the incurrence of indebtedness that is senior to or pari passu in right of payment to the 2005 Notes, or the giving of any guarantee that is senior to or pari passu in right of payment to the 2005 Notes; (p) the incurrence of indebtedness that is junior in right of payment to the 2005 Notes or the giving of any guarantee that is junior in right of payment to the 2005 Notes; (q) any public offering involving the Company or listing of its securities, including all matters related thereto; (r) the execution, amendment or termination of any labor agreement; (s) the appointment, removal and remuneration of Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Commercial Officer, if any, of the Company; (t) any material change in the nature of the business conducted by the Company and its Subsidiaries; (u) any major strategic decision including revenue, scheduling and marketing strategies, alliances and code share agreements; (v) the adoption of the Company’s annual business plan, including the annual operating and capital budget, or any material modification thereto or material deviation from those plans; (w) the prosecution, settlement or compromise of any lawsuit or administrative action involving material exposures; (x) the appointment or removal of the Company’s independent auditors or any material change in its accounting policies, practices or principles; or (y) enter into any joint venture or similar business alliance involving investment, contribution or disposition by the Company or any of its Subsidiaries’ of material assets. (iii) The parties agree that following the date hereof, in the event that the Indigo Investors hold less than a majority of the issued and outstanding Common Stock of the Company (whether voting or non-voting) for any reason other than the issuance of shares of Common Stock to employees, consultants, directors or other service providers respect to the Company or any action required by Subsidiary: (A) Any increase or decrease in the U.S. Department total authorized shares of, or issuance, sale, pledge or other disposition of, capital stock or any security exchangeable or exerciseable for or convertible into capital stock; (B) Any payment of Transportation to be taken any cash or non-cash dividends or other distributions with respect to ownership any capital stock; (C) Any reclassification, combination, split, subdivision, redemption, repurchase or other acquisition of any shares of capital stock (excluding repurchases upon termination of services, the Company's exercise of its rights under Section 5 hereof where BTI or its Affiliate is the Section 5 Selling Purchaser, the redemption of the Series E Preferred Stock, and the redemption by the Company of up to 2,222,222 shares of Common Series C Preferred Stock of from Stepxxx X. Xxxxxx xxxsuant to the Company by the Indigo PurchasersStock Purchase Agreement dated July 12, neither the Company nor any of its Subsidiaries shall take, or be permitted to take, any of the following actions without the prior written consent of the Majority Indigo Holder(s1999); (aD) any amendment to the Certificate Any individual incurrence or guarantee of Incorporation or bylaws of the Company that would adversely affect the rights of the holders of Common Stock in such capacity; indebtedness (bincluding draw downs on credit facilities) any change in the number of members of the Board or the rights of Indigo Florida and Indigo Miramar to each designate two (2) members of the Board; (c) except for an Approved Sale, any (A) merger, consolidation, recapitalization or similar business combination involving the Company or any Subsidiaries of the Company constituting substantially all of the business of the Company and its Subsidiaries taken as a whole, (B) sale of substantially all of the assets of the Company or its Subsidiaries or (C) other Change in Control transaction; (d) except as contemplated by Section 5, any recapitalization, stock split or similar change in the capital stock of the Company; (e) any individual issuance of equity securities of the Company that are senior to or pari passu with the Class A Preferred Stock; (f) any redemption, repurchase or retirement of securities of the Company (except pursuant to the Company’s employee equity incentive plan) or any of its Subsidiaries or, prior to stated maturity, any indebtedness for borrowed money of the Company or any of its Subsidiaries other than pari passu, pro rata prepayments of debt securities held by the Indigo Investors and the 2005 Notes; (g) any divestiture, transfer, sale, assignment, lease by the Company or its Subsidiaries as lessor or disposal of any Airline Assets having a value in excess of $40.0 million 5,000,000; (E) Any change in the size or composition of the Board of Directors or any committee of the Board of Directors or create any new committee of the Board of Directors; (F) Any transaction with an Affiliate or any entity in which an Affiliate has an interest as a director, officer, employee or greater than 5% stockholder or interest through a family relationship (excluding repurchases upon termination of services, the Company's exercise of its rights under Section 5 hereof where BTI or its Affiliate is the Section 5 Selling Purchaser, the redemption of the Series E Preferred Stock, and the redemption by the Company of up to 2,222,222 shares of Series C Preferred Stock from Stepxxx X. Xxxxxx xxxsuant to the Stock Repurchase Agreement dated July 12, 1999); (G) Any hiring or termination of a chief executive officer or other key officer; (H) Any adoption or modification of the annual budget and business plan; (I) Any amendment or modification of any material provision of the Indenture for the Company's Senior Notes, or the Company's main credit facility or any other material contract; (J) Any adoption, renewal or material modification of any material compensation or benefit plan or arrangement; (K) Any authorization of entering into a new line of business provided as of the date hereof or the expansion outside of Missouri, Kansas or Texas; (L) Any consolidation, reorganization, share exchange, recapitalization, business combination, merger or similar transaction other than intra-Company transactions; (M) Any sale, pledge, grant of security interest, lease, transfer or other disposition of assets having a value in excess of five million dollars ($10.0 million5,000,000); (hN) other than as contemplated by the Securities Purchase Agreement (as in effect on the date hereof without taking into account any future amendments thereto), the incurrence Any acquisition of indebtedness that is senior to assets or pari passu in right of payment to the 2005 Notes, the giving securities of any guarantee that is senior to other person or pari passu in right entity, except for acquisitions involving cash with an aggregate value of payment to the 2005 Notes or the subjecting of less than five million dollars ($5,000,000) for any properties or assets of the Company to any lien, encumbrance or charge (but excluding any operating lease or capital lease or other financings in connection with the single acquisition or financing or re-financing series of any Airline Assets) in excess of $25.0 million in the aggregate, including issuance of debt securities and assumption of any obligation as part of a deferred purchase pricerelated transactions; (iO) the incurrence of indebtedness that is junior in right of payment Any amendment to the 2005 Notes Company's Restated Certificate or Bylaws; (P) Any voting or similar agreement concerning the Company's capital stock; (Q) Any payment, discharge or satisfaction of any material claim, liability or obligation or the giving commencement of any guarantee that is junior in right material suit or proceeding; (R) Any joint venture or similar profit sharing arrangement involving material assets or the payment or receipt of payment to the 2005 Notes more than five million dollars (but excluding any operating lease $5,000,000); (S) Any material license, contract or capital lease or other financings in connection with the acquisition or financing or re-financing of Airline Assets) in excess of $25.0 million, including issuance of debt securities and assumption of any obligations as part of a deferred purchase priceagreement; or (jT) the execution Any liquidation, dissolution or winding up of any inter-company agreement or any agreement with the Company, or modification or amendment of any agreement, in which any stockholder, director or member of senior management or Affiliate of any of the foregoing has a direct or indirect interest or any other transaction between the Company and any of the foregoing (other than arrangements for compensation, expense reimbursement and related costs associated with any employee or independent director).