Frontier Airlines 2008 Annual Report Download - page 194

(d) The Pledged Equity of any Subsidiary of any Loan Party pledged by each Loan Party hereunder has been duly authorized and
validly issued and is fully paid and non-assessable. If any Loan Party is an issuer of Pledged Equity, such Loan Party confirms that
it has received notice of such security interest.
(e) The Pledged Equity of any Subsidiary of any Loan Party pledged by each Loan Party constitutes the percentage of the issued and
outstanding Equity Interests of the issuers thereof indicated on Schedule I hereto. The Pledged Debt constitutes all of the
outstanding indebtedness owed to each Loan Party by the issuers thereof and, as of the Effective Date, is outstanding in the
principal amount indicated on Schedule II hereto.
5.19 Indebtedness and Guaranteed Indebtedness. All Indebtedness and Guaranteed Indebtedness outstanding as of the Effective Date
for each Loan Party (other than the Obligations) is described on Schedule 7.03.
5.20 Deposit Accounts. Schedule 5.20 lists all banks and other financial institutions at which any Loan Party maintains deposit or
other accounts in the United States, and such Schedule correctly identifies the name, address and telephone number of each
depository, the name in which the account is held and the complete account number therefor.
5.21 Outstanding Obligations
Except as set forth on Schedule 5.21, no Loan Party owes any obligation, for the payment of money or otherwise, to any
current or former Affiliate or current or former shareholder.
5.22 Equity Interests
Schedule 5.22 sets forth all Persons that held an Equity Interest in the Borrower during the 5 years preceding the execution of
this Agreement.
5.23 Material Contracts and Obligations
Schedule 5.23 lists all contracts entered into by any Loan Party and any other obligations of such Loan Party that may require
payment by such Loan Party of more than $10,000 in any calendar year and/or the performance by such Loan Party of any material
obligations..
5.24 Capital Structure
The capital structure of the Borrower is as set forth on Schedule 5.24 hereto.
5.25 Airframe Leases
The Airframes operated by the Borrower are subject to the leases as set forth on Schedule 5.25.
ARTICLE VI
AFFIRMATIVE COVENANTS
So long as (i) the Term Loan remains outstanding or (ii) any other Obligation hereunder which is accrued and payable shall
remain unpaid or unsatisfied, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and
6.03) cause each Loan Party to:
6.01 Financial Statements. Deliver to the Lender, in form and detail reasonably satisfactory to the Lender:
(a) within 30 days following the Effective Date, the unaudited consolidated financial statements of the Borrower and its Subsidiaries
dated December 31, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for
the fiscal quarter ended on that date, prepared in accordance with GAAP;
(b) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a consolidated balance sheet
of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or
operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for
the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and
opinion of an independent certified public accountant of nationally recognized standing acceptable to the Lender, which report and
opinion shall be prepared in accordance with generally accepted auditing standards and shall not be qualified in any material
respect except with respect to a “going concern” or like qualification or exception;
(c) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the
Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related
consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of
the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 16, 2009 Powered by Morningstar® Document Research℠