Frontier Airlines 2008 Annual Report Download - page 130

(a) The Amendment and Restatement Effective Date shall have occurred;
(b) A Term Note executed by the Borrower in favor of each Lender requesting a Term Note shall have been received by the
Administrative Agent on behalf of each such Lender;
(c) The Borrower shall have paid all Attorney Costs of the Lenders, Administrative Agent and the Collateral Agent;
(d) 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 Milestone Achievement Date and the date of the Term Borrowing pursuant to
Section 2.01(c) as certified by a Responsible Officer of each Loan Party to the Administrative Agent and each Lender;
(e) No Default shall exist or would result from the making of the Term Loans pursuant to Sections 2.01(c) and 2.01(d);
(f) No material work disruptions or stoppages by employees of any of the Loan Parties shall have occurred and be continuing;
(g) The Loan Parties shall have entered into binding agreements with Skywest Airlines, Inc. and Boeing Capital Corporation in
form and substance acceptable to the TPG Entities and Republic, in each of their sole discretion, that include provisions to effectuate
the cash flow and permanent cost reductions described in the Business Plan or otherwise acceptable to the TPG Entities and Republic,
in each of their sole discretion;
(h) The Borrower shall have delivered to the TPG Entities and Republic a business plan in form and substance acceptable to the
TPG Entities and Republic, in each of their sole discretion, (the “Business Plan”) and the TPG Entities and Republic shall have
determined that the Loan Parties are capable of achieving the cash flow and permanent cost reduction targets set forth in the Business
Plan;
(i) The Borrower shall have implemented a fuel hedging strategy in form and substance acceptable to the TPG Entities and
Republic, in each of their sole discretion,;
(j) No event or circumstance shall have occurred since the Amendment and Restatement Effective Date that, in the view of each
of the TPG Entities and Republic, in each of their sole discretion, has resulted in a Material Adverse Effect that is continuing or that
would be reasonably expected to result in a Material Adverse Effect; and
(k) The Borrower shall have delivered to the Administrative Agent and each Significant Lender a certificate from a Responsible
Officer of the Borrower certifying that the conditions precedent to the Milestone Achievement Date have been satisfied (except as to
matters that require the approval or satisfaction of the Administrative Agent, the Collateral Agent and/or the Lenders), together with
such evidence with respect thereto as the Administrative Agent or any Significant Lender may request.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Loan Parties jointly and severally represent and warrant to the Administrative Agent, the Collateral Agent and the Lenders that:
5.01 Existence, Qualification and Power; Compliance with Laws; “Air Carrier Status”. Each Loan Party (a) is a corporation,
partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the
jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents and (c) is duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license;
except in the case of clause (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect. The Borrower (and no other Loan Party) is an “air carrier” within the meaning of Section 40102 of Title 49 and holds a
certificate under Section 41102 of Title 49 or commuter air carrier authorizations. Each such Person holds air carrier operating
certificates issued pursuant to Chapter 447 of Title 49. Parent, the Borrower and each Subsidiary that is an “air carrier” are each a
“citizen of the United States” as defined in Section 40102(a)(15) of Title 49 (a “United States Citizen”). Parent, the Borrower and
each Subsidiary that is an “air carrier” possess all necessary certificates, franchises, licenses, permits, rights, authorizations and
concessions and consents which are material to the operation of the routes flown by it and the conduct of its business and operations as
currently conducted.
5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to
which such Person is or is to be a party are within such Loan Party’s corporate or other powers, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s
Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any
payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of
such Person or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠