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Exhibit 10.53
REPUBLIC AIRWAYS HOLDINGS INC.
(FKA WEXFORD AIR HOLDINGS INC.)
(FKA WEXFORD III CORP.)
11.5% NOTE DUE MAY 14, 2003
18,879,828.01 May 15, 2002
FOR THE VALUE RECEIVED of full satisfaction of principal and interest
due WexAir, LLC by Republic Airways Holdings Inc. (FKA Wexford Air Holdings
Inc., FKA Wexford III Corp.) under its 11.5% Note due May 14, 2003, the
undersigned, Republic Airways Holdings Inc. (FKA Wexford Air Holdings Inc., FKA
Wexford III Corp.) (herein called the "Company"), a corporation organized and
existing under the laws of the State of Delaware, hereby promises to pay to the
order of WexAir, LLC the principal sum of Eighteen Million Eight Hundred Seventy
Nine Thousand, Eight Hundred Twenty Eight Dollars and One Cent on May 14, 2003,
or if such day is a Saturday, Sunday or any day in which banks located in the
State of New York are authorized or obligated to close, then on the next day
which is not a Saturday, Sunday or day in which banks located in the State of
New York are authorized or obligated to close, or on such earlier date as the
Company may specify in written notice to WexAir, LLC, with interest (computed on
the basis of a 360-day year of twelve 30-day months and compounded semiannually)
(a) on the unpaid balance thereof at the rate of 11.5% per annum from the date
hereof, payable at maturity which interest rate reflects the increased cash flow
needs of the Company and its subsidiaries, and (b) to the extent permitted by
law, on any overdue payment (including any overdue prepayment) of principal and
any overdue payment of interest, payable as aforesaid (or, at the option of the
holder hereof, on demand), at a rate per annum from time to time equal to the
greater of (i) 15% or (ii) 5% over the rate of interest publicly announced by
the Chase Manhattan Bank from time to time in New York, Now York as its "base"
or "prime" rate.
Payments of principal of and interest on this Note are to be made in
lawful money of the United States of America at the office of the Company or at
such other place as the Company shall have designated by written notice to the
holder of this Note.
The Company agrees, and the holder agrees, that the indebtedness
evidenced by this Note is subordinate in right of payment, to the extent and in
the manner provided in this paragraph, to the prior payment in full of all
Senior Debt, and that the subordination is for the benefit of the holders of
Senior Debt. "Senior Debt" means any indebtedness for borrowed money, or any
guarantee of such indebtedness, of the Company outstanding at any time except
debt that by its terms is not senior in right of payment to this Note. Upon any
distribution to creditors of the Company in a liquidation or dissolution of the
Company or in a bankruptcy. reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property, (1) holders of Senior Debt
shall be entitled to receive payment in full in cash of the principal of and
interest (including interest accruing after the commencement of any such
proceeding) to the date of payment
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on the Senior Debt before the holder shall be entitled to receive any payment of
principal of or interest on this Note; and (2) until the Senior Debt is paid in
full in cash, any distribution to which the holder would be entitled but for
this paragraph shall be made to holders of Senior Debt as their interests may
appear. The Company may not pay principal of or interest on this Note and may
not acquire this Note for cash or property other than capital stock of the
Company if a default on Senior Debt occurs and is continuing that permits
holders of such Senior Debt to accelerate its maturity, and if a distribution is
made to the holder that because of this paragraph should not have been made to
it, the holder who receives the distribution shall hold it in trust for holders
of Senior Debt and pay it over to them as their interests may appear. After all
Senior Debt is paid in full and until this Note is paid in full, the holder
shall be subrogated to the rights of holders of Senior Debt to receive
distributions applicable to Senior Debt to the extent that distributions
otherwise payable to the holders have been applied to the payment of Senior
Debt. Nothing in this paragraph shall impair, as between the Company and the
holder, the obligation of the Company, which is absolute and unconditional, to
pay principal of and interest on this Note in accordance with its terms.
The Company may prepay this Note, in whole or in part, at any time
together with interest accrued to the date of such prepayment. Upon any sale,
assignment, transfer or other disposition of any stock of Chautauqua Airlines,
Inc., or upon any issuance or sale by the Company of any capital stock, the
Company shall prepay principal and interest on this Note in an amount equal to
the cash proceeds of any such disposition, issuance or sale, net of reasonable
costs and expenses and net of any repayments of indebtedness secured by a lien
on any such stock of Chautauqua Airlines, Inc.
If the Company defaults in the payment of any amount due hereon when
due, and payable, the principal of this Note together with all accrued and
unpaid interest hereon may be declared due and payable by the holder by notice
to the Company.
This Note, and the rights associated herewith, may be transferred by
the Holder only by surrender to the Maker for reissuance along with appropriate
transfer instructions, The Maker shall reissue this Note as and when requested
by the Holder at any time prior to its maturity in accordance with those
instructions.
REPUBLIC AIRWAYS HOLDINGS INC.
(FKA WEXFORD AIR HOLDINGS INC.,
FKA WEXFORD III CORP.)
By: /s/ Jay L. Maymudes
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Name: Jay L. Maymudes
Title: Vice President