Frontier Airlines 2008 Annual Report Download - page 129

(vi) such documents and certifications as the Administrative Agent or any Significant Lender may reasonably require to evidence
that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing and in good standing in its
jurisdiction of organization;
(vii) a favorable opinion of Cadwalader Wickersham & Taft LLP, counsel to the Loan Parties, addressed to the Administrative
Agent and each Lender, in form and substance satisfactory to the Administrative Agent and each Significant Lender;
(viii) a favorable opinion of Godfrey & Kahn, S.C., special Wisconsin counsel to the Loan Parties, addressed to the
Administrative Agent and each Lender, in form and substance satisfactory to the Administrative Agent and each Significant Lender;
(ix) a favorable opinion of Daugherty, Fowler, Peregrin, Haught & Jenson, special aviation counsel to the Lenders with regard to,
among other things, (A) the granting of a security interest and perfection of the security interest in aircraft and engines owned by the
Loan Parties in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties and (B) the absence of Liens
(other than Liens granted in connection with this Agreement and the Reimbursement Agreement) on aircraft and engines and aircraft
spare parts on which the Collateral Agent, for the benefit of the Secured Parties, is entitled to have a Lien, in each case, in form and
substance satisfactory to the Administrative Agent and each Significant Lender;
(x) a favorable opinion of the general counsel of the Borrower, addressed to the Administrative Agent and each Lender, in form
and substance satisfactory to the Administrative Agent and each Significant Lender;
(xi) a certificate of a Responsible Officer of each Loan Party either (A) listing all consents, licenses and approvals required in
connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan
Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such
consents, licenses or approvals are so required;
(xii) an amended and restated slot security agreement, in substantially the form attached hereto as Exhibit F (the “Slot Security
Agreement”), duly executed by each Loan Party that owns Slots as of the Amendment and Restatement Effective Date;
(xiii) amended and restated aircraft mortgage and security agreements, in substantially the form attached hereto as Exhibit G, duly
executed by each Loan Party that owns any Airframes or Engines as of the Amendment and Restatement Effective Date;
(xiv) an amended and restated spare parts security agreement, in substantially the form attached hereto as Exhibit H (the “Spare
Parts Security Agreement”), duly executed by the Borrower;
(xv) a copy of the the Associated Bank Control Agreement;
(xvi) a copy of the Airline Service Agreement duly executed by each party thereto;
(xvii) evidence that all registrations requested by Administrative Agent, Collateral Agent or any Significant Lender in accordance
with the Cape Town Convention have been made and are (or will be) effective pursuant to the terms of the Cape Town Convention;
(xviii) evidence that all FAA filings for Airframes, Engines and Pledged Spare Parts requested by Administrative Agent,
Collateral Agent or any Significant Lender have been made and are (or will be) effective to perfect the Collateral Agent’s security
interest in such Airframes, Engines and Pledged Spare Parts, as applicable;
(xix) financing statements, in proper form for filing under the Uniform Commercial Code of all jurisdictions that the
Administrative Agent and the Collateral Agent may deem necessary or desirable in order to perfect and protect the first priority liens
and security interests created hereunder, covering the Collateral described in Article X;
(b) The Borrower shall have paid all Attorney Costs of (x) the Lenders, Administrative Agent and the Collateral Agent and (y)
Republic relating to the negotiation and execution of the Airline Service Agreement;
(c) The representations and warranties of the Borrower and each other Loan Party contained in Article V and each other Loan
Document, and which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true
and correct in all material respects on and as of the Amendment and Restatement Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects
as of such earlier date;
(d) No Default shall exist or would result from the making of the Term Loans pursuant to Sections 2.01(a) and 2.01(b); and
(e) No material work disruptions or stoppages by employees of any of the Loan Parties shall have occurred and be continuing.
4.02 Milestone Achievement Date Conditions. The obligation of each Lender to make a Term Loan pursuant to Sections 2.01(c)
and 2.01(d) shall become effective on the first date (the “Milestone Achievement Date”) on which all of the following conditions
precedent shall have been satisfied to the satisfaction of each Significant Lender:
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠