Frontier Airlines 2006 Annual Report Download - page 279

Section 10.18 Life Limited Parts.
Frontier and RAI shall each cooperate with one another in order to manage and minimize engine life limited parts (“LLP”) expenses
for Covered Aircraft. To that end, RAI shall provide annual projections of LLP requirements and supplemental notice of specific
engine maintenance events which require LLP replacement as they are scheduled. Frontier may, at its option and with RAI's consent
(which consent shall not be unreasonably withheld) provide or arrange the provision of used serviceable LLPs that otherwise meet
RAI's specifications and reasonable minimum cycle-remaining requirements, to be incorporated into a Covered Aircraft. In connection
with the withdrawal of any Covered Aircraft from the capacity purchase provisions of this Agreement (whether at the end of such
aircraft's scheduled term or otherwise), Frontier shall pay RAI for the pro-rata cost (based on useful life and using the then-current
catalogue price for LLPs) of all LLPs consumed for all Scheduled Flights by such Covered Aircraft under this Agreement, and RAI
shall pay Frontier for the pro-rata cost (based on useful life and using the then-current catalogue price for LLPs) of all LLPs provided
by Frontier and incorporated into such Covered Aircraft pursuant to the previous sentence and not consumed for any Scheduled
Flights under this Agreement.
Section 10.19 RAI Holdings Guarantee.
(a) RAI Holdings does hereby unconditionally and irrevocably guaranty to Frontier, as a primary obligor and not merely as
surety, (i) the due, punctual, and full payment (when due, by acceleration or otherwise) of each amount which RAI is or may become
obligated to pay under this Agreement, (ii) the full and punctual performance and observance by RAI of each term, provision,
condition, agreement and covenant for which it is liable contained in this Agreement, and (iii) the accuracy of each of the
representations and warranties of RAI set forth in this Agreement. RAI Holdings hereby expressly waives notice, promptness,
presentment and diligence as to the obligations guaranteed hereby and acceptance of this guarantee or any requirement that Frontier
proceed first against RAI or any security for or any other guarantor of any of the obligations guaranteed hereunder (and without
having to join any other person in any such action). RAI Holdings agrees that it shall not be required to consent to, or receive any
notice of, any amendment or modification of, or waiver, consent or extension with respect to, this Agreement or any payments or
performance obligations required of RAI herein.
(b) This guarantee by RAI Holdings is a guarantee of payment and performance and not merely a guaranty of collection, and RAI
Holding’s liabilities and obligations under this guarantee are and shall at all times continue to be absolute, irrevocable and
unconditional in all respects in accordance with the terms of this Section 10.19, and shall at all times be valid and enforceable without
set off, deduction, or counterclaim irrespective of any other agreements or circumstances of any nature whatsoever which might
otherwise constitute a defense to this guarantee or the obligations of RAI Holdings hereunder.
(c) The guarantee by RAI Holdings in this Section 10.19 shall continue to be effective, or be reinstated, as the case may be, if at any
time payment by RAI or RAI Holdings of all or any part of any sum payable pursuant to this Agreement or this guarantee is rescinded
or otherwise must be returned by Frontier upon RAI’s insolvency, bankruptcy or reorganization, all as though such payment had not
been made. Until all of the obligations guaranteed hereunder shall have been paid and performed in full, RAI Holdings shall have no
right of subrogation or any other right to enforce any remedy which Frontier now has or may hereafter have against RAI.
(d) RAI Holdings hereby represents and warrants (i) that it has the necessary power and authority to execute and deliver this
Agreement, (ii) all required consents, approvals and authorizations have been obtained with respect to the execution and delivery of
this Agreement by RAI Holdings, and (iii) that this Agreement has been duly executed and delivered by RAI Holdings and is
enforceable against RAI Holdings in accordance with its terms, and (iv) the execution and delivery of this Agreement by RAI
Holdings does not violate its certificate of incorporation or bylaws or the terms of any material contract to which it is a party or by
which it is bound, provided, the representations and warranties set forth in clauses (i) through (iv) above are solely as to the extent
necessary to provide the guarantee set forth in this Section 10.19, and, provided further, that such representations and warranties as to
enforceability are qualified to the extent enforceability may be effected by the laws of bankruptcy and equity.
Section 10.20 Frontier Holdings Guarantee.
(a) Frontier Holdings does hereby unconditionally and irrevocably guaranty to RAI, as a primary obligor and not merely as
surety, (i) the due, punctual, and full payment (when due, by acceleration or otherwise) of each amount which Frontier is or may
become obligated to pay under this Agreement, (ii) the full and punctual performance and observance by Frontier of each term,
provision, condition, agreement and covenant for which it is liable contained in this Agreement, and (iii) the accuracy of each of the
representations and warranties of Frontier set forth in this Agreement. Frontier Holdings hereby expressly waives notice, promptness,
presentment and diligence as to the obligations guaranteed hereby and acceptance of this guarantee or any requirement that RAI
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠