Frontier Airlines 2008 Annual Report Download - page 166

Account (as defined in the Instruction Letter) that are subject to the Instruction Letter from $20,000,000 to $10,000,000 and (y) upon
the satisfaction (or waiver) of the conditions set forth to the Milestone Achievement Date in Section 4.02 to the satisfaction of each
Significant Lender, to promptly revoke the Instruction Letter. The Collateral Agent agrees that it will not revoke or modify the
Instruction Letter unless instructed to do so by the Required Lenders.”
SECTION 4. Effectiveness. This Amendment shall become effective as of the date (the “Amendment No. 1 Effective Date”) on
which the Administrative Agent shall have received (a) duly executed and completed counterparts hereof (in the form provided and
specified by the Administrative Agent) that, when taken together, bear the signatures of (i) the Borrower, (ii) each Guarantor and (iii)
the Required Lenders and (b) duly executed and completed counterparts of the Instruction Letter that, when taken together, bear the
signatures of (i) the Collateral Agent, (ii) Associated Bank, National Association, (iii) Borrower and (iv) Skyway.
SECTION 5. Validity of Obligations and Liens.
(a) Validity of Obligations . The Borrower and each Guarantor acknowledge and agree that, notwithstanding the effectiveness of
this Amendment, each of the Borrower and each Guarantor is indebted to the Lenders and the Agents for the Secured Credit
Obligations, without defense, counterclaim or offset of any kind, and each of the Borrower and each Guarantor hereby ratifies and
reaffirms the validity, enforceability and binding nature of such Secured Credit Obligations.
(b) Validity of Guarantees. Each Guarantor hereby confirms and agrees that notwithstanding the effectiveness of this Amendment,
the Guaranty is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects.
(c) Validity of Liens and Loan Documents . Each of the Borrower and each Guarantor ratifies and reaffirms the validity and
enforceability (without defense, counterclaim or offset of any kind) of the Liens and security interests granted to secure any of the
Secured Credit Obligations by each of the Borrower and each Guarantor to the Collateral Agent, for the benefit of the Secured Parties,
pursuant to the Secured Credit Documents to which any such Borrower or Guarantor is a party and hereby confirms and agrees that
notwithstanding the effectiveness of this Amendment each Secured Credit Document is, and shall continue to be, in full force and
effect and each is hereby ratified and confirmed in all respects.
SECTION 6. Effect of Amendment.
6.1. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of
or otherwise affect the rights and remedies of the Lenders, the other Secured Parties or the Administrative Agent under the Credit
Agreement or any other Secured Credit Document, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or
of any other Secured Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and
affect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Secured Credit
Document in similar or different circumstances.
6.2. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Secured Credit
Documents.
SECTION 7. General.
7.1. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
7.2. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent and the Lenders for their reasonable
out-of-pocket costs and expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of
counsel for the Lenders and the Administrative Agent.
7.3. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile
or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.
7.4. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the
meaning hereof.
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Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠