Frontier Airlines 2008 Annual Report Download - page 191

copies of all written communications received by any Loan Party from any taxing authority in respect of the failure to file any
tax returns as listed in Schedule 5.11;
(xx) a copy of an employment agreement between the Borrower and William J. Boyer, Jr. in form and substance satisfactory to the
Lender;
(b) 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 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;
(c) No Default shall exist or would result from the making of the Term Loan pursuant to Section 2.01:
(d) No material work disruptions or stoppages by employees of any of the Loan Parties shall have occurred and be continuing.
(e) William J. Boyer, Jr. shall have converted his outstanding personal loans to the Borrower into equity in the Borrower and has
provided evidence satisfactory to the Lender of such conversion.
(f) The Leis Letter has been executed and delivered to the Lender.
4.02 Post-Effective Date Conditions.
The obligation of the Lender to advance any Term Borrowing pursuant to Section 2.01(c) shall become effective on
the first date on which all of the following conditions precedent shall have been satisfied to the satisfaction of the Lender:
(a) The Effective Date shall have occurred;
(b) 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 date of the Term Borrowing pursuant to Section 2.01(c) as certified by a
Responsible Officer of each Loan Party to the Lender;
(c) No Default shall exist or would result from the making of such Term Borrowing;
(d) No event or circumstance shall have occurred since the Effective Date that, in the view of each of the Lender, in its 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
(e) The Borrower shall have delivered to the Lender a certificate from a Responsible Officer of the Borrower certifying that the
conditions precedent to such Term Borrowing have been satisfied (except as to matters that require the approval or satisfaction of
the Lender), together with such evidence with respect thereto as the Lender may request.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Loan Parties jointly and severally represent and warrant to the Lender 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. The Borrower is an “air carrier” and is a “citizen of the United States” as
defined in Section 40102(a)(15) of Title 49 (a “United States Citizen”). The Borrower possesses all necessary governmental
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
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠