Frontier Airlines, Inc 8K ATSB Loan
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 25, 2003
FRONTIER AIRLINES, INC
(Exact name of Registrant as specified in its charter)
Colorado 0-24126 84-1256945
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Identification No.)
Number)
7001 Tower Road, Denver, CO 80249
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (720) 374-4500
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
Frontier Airlines, Inc.(Frontier)announced on Friday, February 14, 2003, that it had closed a $70 million
commercial loan facility supported by a $63 million guarantee of the Air Transportation Board. On February 18,
2003, Frontier filed a Current Report on Form 8-K providing additional details regarding the loan. The discussion
of the loan in the February 18, 2003 Form 8-K is qualified by reference to the full text of the agreements
evidencing the commercial loan facility, which are filed as exhibits to this report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
4.5* # Frontier Airlines Inc. Warrant to Purchase Common Stock, No. 1 - Air
Transportation Stabilization Board
4.6 * Registration Rights Agreement dated as of February 14, 2003 by and
between Frontier Airlines, Inc. as the Issuer, and the Holders
Referred to Herein of Warrants to Purchase Common Stock, No Par Value
10.77 * $70,000,000 Loan Agreement dated as of February 14, 2003 among
Frontier Airlines, Inc. as Borrower, West LB AG, as Tranche A Lender
and Tranche C Lender, Wells Fargo Bank, N.A., as Tranche B-1 Lender,
Tranche B-2 Lender, and a Tranche C Lender, Bearingpoint, Inc. as Loan
Administrator, Wells Fargo Bank Northwest, N.A. as Collateral Agent,
West LB AG, as Agent, and Air Transportation Stabilization Board
10.78* Mortgage and Security Agreement dated as of February 14, 2003 made by
Frontier Airlines, Inc. in favor of Wells Fargo Bank Northwest, N.A.
as the Collateral Agent
(*) Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission in a
confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(#) Two Warrants, dated as of February 14, 2003, substantially identical in all material respect to this Exhibit,
have been entered into with each of the Supplemental Guarantors (as defined in Exhibit 10.77) granting each
Supplemental Guarantor a warrant to purchase 191,697 shares under the same terms and conditions described in
this Exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FRONTIER AIRLINES, INC.
Date: March 26, 2003 By:/s/Jeff S. Potter
Jeff S. Potter, President & CEO
By:/s/Paul H. Tate
Paul H. Tate, CFO