INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT (together with all exhibits and schedules hereto and as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “ Agreement ”), dated as of June 22, 2009, by and among Republic Airways Holdings Inc., a Delaware corporation (the “ Investor ”), Frontier Airlines Holdings, Inc., a Delaware corporation (the “ Company ”), Frontier Airlines, Inc., a Colorado corporation (“ Frontier Airlines ”), and Lynx Aviation, Inc., a Colorado corporation (“ Lynx ,” and, together with the Company and Frontier Airlines, the “ Companies ”), and their respective successors, including, as the context may require, on or after the Effective Date, as reorganized pursuant to the Bankruptcy Code.

WHEREAS, on April 10, 2008, the Companies filed voluntary petitions commencing cases (the “ Cases ”) under Chapter 11 of Title 11 of the United States Code (the “ Bankruptcy Code ”) in the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”);

WHEREAS, the Companies have continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code;

WHEREAS, pursuant to the Plan (as defined below), the Company intends to cancel the existing outstanding Equity Securities of the Company upon the Effective Date (as defined below) and issue a number of common shares of the Company (the “ Common Shares ”), representing 100% of the total equity capital of the Company on a Fully Diluted Basis (as defined below) to the Investor (the “ Investment ”) in exchange for the Investment Price (as defined below);

WHEREAS, the parties intend that the transactions contemplated hereby will be implemented by, and take effect on the Effective Date (or such other time as provided in ‎Section 2.02), subject to the satisfaction of the conditions set forth herein; and

WHEREAS, the Company and the Investor desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated herein;

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows, in the case of the Companies, subject to Bankruptcy Court approval of this Investment Agreement:

Section 1.01 .  Definitions.   As used in this Agreement, the following terms shall have the meanings set forth below:

“ Affiliate ” means, with respect to any specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified Person, where “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise; provided, however , that when used with respect to the Company, “Affiliate” shall not include the Investor or any Affiliate of the Investor.

“ Agreement ” has the meaning set forth in the preamble hereto.

“ Air Carrier ” means each of Frontier Airlines and Lynx.

“ Airport Authority ” means any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more airports or related facilities.

“ Alternative Transaction ” means (a) a merger or other business combination or similar transaction, (b) any sale of assets or other disposition of assets pursuant to Section 363 of the Bankruptcy Code or pursuant to a plan of reorganization, in either case that would be materially inconsistent with the Investment or the transactions contemplated herein, (c) any sale of Equity Securities of any of the Companies or (d) any Stand Alone Plan.  For the avoidance of doubt, any transaction expressly permitted under this Agreement or any transaction to which the Investor, in its sole discretion, consents shall not be an Alternative Transaction.

“ Approvals ” has the meaning set forth in ‎Section 7.02(k) hereof.

“ Arbitrable Dispute ” means any dispute, controversy or claim between the parties hereto with respect to ‎Article 8.

“ Arbitration Demand Notice ” means a written demand that an Arbitrable Dispute be resolved by binding arbitration.

“ Arbitration Demand Date ” has the meaning set forth in ‎Section 8.02(e)(ii) hereto.

“ Arbitration Rules ” means the Rules of the American Arbitration Association and its procedures for Large, Complex Commercial Disputes, as then currently in effect.

“ Auction Termination Date ” has the meaning set forth in ‎Section 5.02(b).

“ Bankruptcy Code ” has the meaning set forth in the recitals hereto.

“ Bankruptcy Court ” has the meaning set forth in the recitals hereto.

“ Board ” means the board of directors of the Company (including, with respect to periods following the Effective Date, the reorganized Company).

“ Books and Records ” means any books and records of each of the Companies relating to period prior to the Closing.

“ Business Day ” means any day other than a Saturday, Sunday or a day on which banking institutions of the State of New York are authorized by law or executive order to close.

“ Business Plan ” is the business plan of the Company identified as version 5.4a, dated as of June 3, 2009, and delivered to the Investor prior to the date hereof, which shall be deemed modified to reflect any changes in the fleet plan made at the request of the Investor to satisfy Section 7.02(f).

“ By-Laws ” means the by-laws of the Company, as amended from time to time (including, with respect to periods following the Effective Date, the by-laws of the reorganized Company).

“ Cases ” has the meaning set forth in the recitals hereto.

“ Certificated Air Carrier ” means a Person holding a certificate of public convenience and necessity issued pursuant to Chapter 411 of Title 49 and an air carrier operating certificate issued under Part 121 of the FAR pursuant to Chapter 447 of Title 49, in each case issued by the Secretary of Transportation, for aircraft capable of carrying ten or more individuals or 6,000 pounds or more of cargo, or that is otherwise certified or registered to the extent required to fall within the purview of Section 1110 of the Bankruptcy Code.

“ Certificate of Incorporation ” means the Certificate of Incorporation of the Company, as amended from time to time (including, in each case, with respect to periods following the Effective Date, of the reorganized Company).

“ Chapter 11 ” means Chapter 11 of the Bankruptcy Code.

“ Common Shares ” has the meaning set forth in the recitals hereto.

“ Closing ” means the closing of the sale and purchase of the Common Shares pursuant to ‎Section 2.01 hereof.

“ Closing Date ” has the meaning set forth in ‎Section 2.02(a) hereof.

“ Companies ” has the meaning set forth in the preamble hereto.

“ Company ” has the meaning set forth in the preamble hereto.

“ Company Aircraft ” has the meaning set forth in ‎Section 3.05(a) hereof.

“ Company Disclosure Schedules ” has the meaning set forth in ‎Article 3.

“ Computer Software ” means all computer software and databases (including, without limitation, source code, object code and all related documentation).

“ Confirmation Order ” has the meaning set forth in the definition of “Effective Date” herein.

“ Contracts ” means all contracts now owned or hereafter acquired by any of the Companies, in any event, including all contracts, undertakings, or agreements in or under which any of the Companies may now or hereafter have any right, title or interest.

“ Creditors’ Committee ” means the statutory committee of unsecured creditors appointed in the Cases pursuant to Section 1102 of the Bankruptcy Code.

“ DIP Credit Agreement ” means the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of April 1, 2009, among the Companies, the Investor and the other lenders and agents from time to time party thereto, after giving effect to all amendments, waivers, supplements, modifications and any substitutions therefor.

“ DIP Facility ” means the Companies’ debtor-in-possession term loan facility provided under the DIP Credit Agreement, as the same may exist from time to time while the Cases are pending.

“ Disclosure Statement ” means a disclosure statement with respect to the Plan, substantially in the form of Exhibit D hereto or otherwise reasonably satisfactory in form and substance to the Investor, subject to ‎Section 6.06 hereof.

“ DOT ” means the United States Department of Transportation and any successor thereto.

“ D&O Insurance ” has the meaning set forth in ‎Section 6.07(b) hereof.

“ Effective Date ” means the effective date of the Plan; provided that unless the Investor agrees otherwise, in no event shall the Effective Date occur (a) earlier than the date that the Bankruptcy Court approves and enters the order, in form and substance satisfactory to the Investor in its sole discretion, subject to ‎Section 6.06 hereof, confirming the Plan (the “ Confirmation Order ”), (b) while the Confirmation Order is stayed or after it has been vacated or overturned, (c) before all Approvals are obtained and have become final, and (d) before all applicable waiting periods imposed by Law in connection with the transactions contemplated by the Transaction Documents have expired or have been terminated.

“ Employee Plans ” has the meaning ascribed to it in ‎Section 3.17(a).

“ Environmental Laws ” means all Laws, now or hereafter in effect, and any applicable judicial or administrative interpretation thereof, imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation). Environmental Laws include CERCLA; the Hazardous Materials Transportation Act of 1994 (49 U.S.C. Sections 5101 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Sections 136 et seq.); the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.); the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq.); the Clean Air Act (42 U.S.C. Sections 7401 et seq.); the Clean Water Act (33 U.S.C. Sections 1251 et seq.); the Occupational Safety and Health Act (29 U.S.C. Sections 651 et seq.); and the Safe Drinking Water Act (42 U.S.C. Sections 300(f) et seq.), and any and all regulations promulgated thereunder, and all analogous state, local and foreign counterparts or equivalents and any transfer of ownership notification or approval statutes.

“ Environmental Liabilities ” means, with respect to any Person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation and feasibility study costs, capital costs, operation and maintenance costs, losses, damages, punitive damages, property damages, natural resource damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants), fines, penalties, sanctions and interest incurred as a result of or related to any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, Environmental Laws or Environmental Permits, in each case, in connection with, or otherwise related to, any Release or threatened Release or presence of a Hazardous Material (whether on, at, in, under, from or about or in the vicinity of any real or personal property) or any environmental matter or any Hazardous Material Exposure.

“ Environmental Permits ” means all permits, licenses, authorizations, certificates, approvals or registrations required by any Governmental Entity under any Environmental Laws.

“ Equity Securities ” means (i) capital stock of, or other equity interests in, any Person, (ii) securities convertible into or exchangeable for shares of capital stock, voting securities or other equity interests in such Person or (iii) options, warrants or other rights to acquire the securities described in clauses (i) and (ii), whether fixed or contingent, matured or unmatured, contractual, legal, equitable or otherwise.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder.

“ ERISA Affiliate ” has the meaning ascribed to it in ‎Section 3.17(a).

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Expenses ” mean all reasonable, actual and documented out-of-pocket fees and expenses in an aggregate amount not to exceed $350,000 incurred by or on behalf of the Investor in connection with the due diligence, negotiation, preparation, execution, delivery and court approval of the Transaction Documents and the transactions contemplated thereby and in connection with the exercise of any rights and remedies thereunder, including, but not limited to, reasonable, actual and documented fees and expenses of its legal counsel and the third-party consultants that are engaged by the Investor to assist in such  transactions.

“ FAA ” means the Federal Aviation Administration of the United States and any successor thereto.

“ FAA Certificate of Airworthiness ” means the certificate of airworthiness issued by the FAA with respect to the Company Aircraft.

“ FAPA CBA ” has the meaning ascribed to it in Section 9.01(a).

“ FAR ” means the Federal Aviation Regulations.

“ Financial Statements ” has the meaning ascribed to it in ‎Section 3.11(a).

“ Foreign Corrupt Practices Act ” has the meaning set forth in ‎Section 3.08(a) hereof.

“ Frontier Airlines ” has the meaning set forth in the preamble hereto.

“ Fully Diluted Basis ” means the number of shares of Common Stock, without duplication, which are issued and outstanding or owned or held, as applicable, at the date of determination (including, on the Closing Date, all shares of Common Stock and other Equity Interests reserved for issuance under the Plan) plus the number of shares of Common Stock issuable pursuant to any Equity Securities then outstanding convertible into or exchangeable or exercisable for (whether or not subject to contingencies or passage of time, or both) shares of Common Stock.

“ GAAP ” means U.S. generally accepted accounting principles as in effect at the relevant time or for the relevant period.

“ Gate Interests ” shall mean all of the right, title, privilege, interest, and authority now or hereafter acquired or held by each Company in connection with the right to use or occupy holdrooms, jetways and passenger boarding and deplaning space and any related airport facilities used by each Company for its operations, including ticket counter space, baggage claim and baggage makeup space, lounge space, maintenance/hangar facilities, and administrative office space, in any airport at which such Company conducts scheduled operations.

“ Governmental Entity ” means any government or political subdivision or department thereof, any governmental or regulatory body, commission, board, bureau, agency or instrumentality, or any court or arbitrator or alternative dispute resolution body, in each case whether federal, state, local or foreign.

“ Hazardous Material ” means any substance, material or waste that is, or the Release of which is, regulated by, or forms the basis of liability now or hereafter under, any Environmental Laws, including any material or substance that is (a) defined as a “solid waste,” “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “pollutant,” “contaminant,” “hazardous constituent,” “special waste,” “toxic substance” or other similar term or phrase under any Environmental Laws, or (b) petroleum or any fraction or by-product thereof, asbestos, polychlorinated biphenyls (PCBs), mold or any radioactive substance.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder.

“ IBT CBAs ” has the meaning ascribed to it in Section 9.01(b).

“ Initial Approvals ” has the meaning ascribed to it in Section 7.02(k).

“ Intellectual Property ” means all material (i) trademarks, service marks, brand names, certification marks, trade dress, domain names and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of the foregoing, any extension, modification or renewal of any such registration, (ii) patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), and any renewals, extensions or reissues thereof, in any jurisdiction, (iii) Trade Secrets, (iv) copyright rights, whether registered or not, and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof, and (v) any similar intellectual property or proprietary rights.

“ Investment ” has the meaning set forth in the recitals hereto.

“ Investment Agreement and Bidding Procedures Motion ” means the motion filed by the Companies in the Bankruptcy Court seeking entry of the Investment Agreement and Bidding Procedures Order.

“ Investment Agreement and Bidding Procedures Order ” means the order entered by the Bankruptcy Court in the form of Exhibit A hereto or otherwise satisfactory in form and substance to the Investor in its sole discretion, subject to ‎Section 6.06 hereof.

“ Investment Price ” has the meaning set forth in ‎Section 2.01 hereof.

“ Investor ” has the meaning set forth in the preamble hereto.

“ Investor Disclosure Schedules ” has the meaning set forth in ‎Article 4.

“ IRC ” means the Internal Revenue Code of 1986, as amended from time to time.

“ IT Assets ” means computers, Computer Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment and elements and all associated documentation.

“ Knowledge ” means the knowledge of the executive officers listed on Schedule 1.01(b) after reasonable inquiry.

“ Law ” means any law, treaty, statute, ordinance, code, principle of common law, rule or regulation of a Governmental Entity or judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Entity.

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever intended for security (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan ” has the meaning ascribed to such term in the DIP Credit Agreement.

“ Lynx ” has the meaning set forth in the preamble hereto.

“ Material Adverse Effect ” means a material adverse change in the business, condition or prospects of the Companies, in each case taken as a whole when measured against the Business Plan, taken as a whole.

“ Material Contract ” has the meaning ascribed to it in ‎Section 3.22(a).

“ Material Real Estate Contracts ” means (for purposes of the Agreement only) any lease, usufruct, use agreement, license, permit or other occupancy or facility use agreement under which a Company is a tenant, sub-tenant, permittee, licensee or counterparty relating to major facilities required for a Company’s operations, the loss of which would result in a Material Adverse Effect.

“ Multiemployer Plans ” has the meaning ascribed to it in ‎Section 3.17(a).

“ Notice ” has the meaning ascribed to it in Section 5.03(b).

“ Outstanding Amount ” means the then-current balance of the outstanding principal, interest and other amounts owed to the Investor in respect of its participation in the DIP Facility, including all reasonable, actual and documented out-of-pocket expenses incurred by the Investor in connection therewith to the extent such expenses have not been advanced or reimbursed by the Companies.

“ Permits ” has the meaning ascribed to it in ‎Section 3.06.

“ Person ” means any individual, corporation, company, association, partnership, limited liability company, joint venture, trust, unincorporated organization or Governmental Entity.

“ Plan ” means a plan of reorganization substantially in the form attached to the Disclosure Statement or otherwise consistent with the Term Sheet (including all plan supplements, exhibits, schedules and plan documents) and in form and substance satisfactory to the Investor in its sole discretion, subject to ‎Section 6.06 hereof.

“ Policy ” has the meaning ascribed to it in ‎Section 3.21.

“ Postpetition ” means, when used with respect to any indebtedness, agreement, instrument, claim, proceeding or other matter, indebtedness pursuant to any agreement or instrument first entered into or becoming effective, or claim, proceeding that first arose or was first instituted, or another matter that first occurred, after the commencement of the Cases.

“ Proceeding ” means any legal actions, suits, proceedings, claims or disputes.

“ Real Estate ” has the meaning ascribed to it in ‎Section 3.20(a).

“ Regulatory Approvals ” means, to the extent necessary in connection with the consummation of the transactions contemplated by the Transaction Documents, any and all certificates, permits, licenses, franchises, concessions, grants, consents, approvals, orders, registrations, authorizations, waivers, exemptions, variances or clearances from, or filings or registrations with, Governmental Entities (and shall not include waiting periods under the HSR Act or otherwise imposed by Law).

“ Release ” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material in the indoor or outdoor environment, including the movement of Hazardous Material through or in the air, soil, surface water, ground water or property.

“ Relevant Hearing ” has the meaning set forth in ‎Section 6.06(a) hereof.

“ Representatives ” means, with respect to any Person, such Person’s officers, directors, employees, agents, attorneys, accountants, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

“ Seabury ” has the meaning set forth in ‎Section 3.03 hereof.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ SEC Report ” has the meaning ascribed to it in ‎Section 3.11(b).

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Slots ” mean each and every (i) “slot” as defined in 14 CFR § 93.213(a)(2), as that section may be amended or re-codified from time to time, including slots at Ronald Reagan Washington National Airport; (ii) operating authorization for a landing or takeoff operation at a specified time period at any airport in the United States subject to orders or regulations issued by the FAA (including, but not limited to, operating authorizations at New York LaGuardia Airport, as defined in the FAA’s final order, Operating Limitations at New York LaGuardia Airport, Docket No. FAA 2006-25755-82 dated December 13, 2006, published in the Federal Register at 71 Fed. Reg. 77854 (Dec. 27, 2006)), as such order may be amended or re-codified from time to time, and in any subsequent order or regulation issued by the FAA, as such order may be amended or re-codified from time to time, (iii) authorization granted by a Governmental Entity to conduct a landing or takeoff during a specific hour or other period at any United States or foreign airport, and (iv) slot exemption pursuant to 49 U.S.C. §§ 41716 and 41718, as such statute may be amended or re-codified from time to time, including but not limited to slot exemptions at New York LaGuardia Airport and Ronald Reagan Washington National Airport, in each case of the Companies now held or hereafter acquired (other than “slots” which prior to the date of this Agreement have been permanently allocated to another air carrier and in which any of the Companies holds temporary use rights).

“ SOX Act ” has the meaning ascribed to it in ‎Section 3.11(b).

“ Stand Alone Plan ” means any plan of reorganization or plan of liquidation for which the Investor or an Affiliate of the Investor is not the sponsor, including without limitation any such plan for which any of the Companies is the sponsor or there is no sponsor.

“ Stockholder ” means, with respect to any Person, each holder of Common Stock of such Person.

“ Subsidiary ” means as to any Person, any other Person of which more than fifty percent (50%) of the shares of the voting stock or other voting interests are owned or controlled, or the ability to select or elect more than fifty percent (50%) of the directors or similar managers is held, directly or indirectly, by such first Person or one or more of its Subsidiaries.

“ Subsequent Reports ” has the meaning set forth in ‎Section 6.02(a) hereof.

“ Successful Investor ” means the Person who makes the highest or otherwise best investment proposal, as determined in accordance with the Investment Agreement and Bidding Procedures Order.

“ Successful Proposal ” means the highest or otherwise best investment proposal, as determined in accordance with the Investment Agreement and Bidding Procedures Order.

“ Superior Proposal ” has the meaning set forth in ‎Section 5.03(b).

“ Tax ” (and with correlative meaning “ Taxes ” and “ Taxable ”) means (1) any foreign, federal, state or local income, gross receipts, capital, franchise, import, goods and services, estimated, alternative minimum, add on minimum, sales, use, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing, (2) any liability for the payment of any amounts of the type described in (1) as a result of being a member of a consolidated, combined, unitary or aggregate group for any Taxable period, and (3) any liability for the payment of any amounts of the type described in (1) or (2) as a result of being a transferee or successor to any person or as a result of any express or implied obligation to indemnify any other person.

“ Tax Contests ” has the meaning set forth in ‎Section 6.04 hereof.

“ Tax Return ” means any return, declaration, report, claim for refund, information return or other document (including any related or supporting schedule, statement or information) filed or required to be filed with any taxing authority in connection with the determination, assessment or collection of any Tax of any party or the administration of any laws, regulations or administrative requirements relating to any Tax.

“ Termination Fee ” has the meaning set forth in ‎Section 8.02(b) hereof.

“ Term Sheet ” means the Term Sheet dated June 5, 2009, between the Companies and the Investor with respect to a plan of reorganization.

“ Title 11 ” means Title 11 of the United States Code, as amended and in effect from time to time.

“ Title 49 ” means Title 49 of the United States Code, as amended and in effect from time to time, and the regulations promulgated pursuant thereto.

“ Transaction Documents ” means this Agreement, the Term Sheet, the Plan, the Investment Agreement and Bidding Procedures Order and the Confirmation Order.

“ Transaction Court Documents ” means the Investment Agreement and Bidding Procedures Order, the Disclosure Statement, the order approving the Disclosure Statement, the Plan and the Confirmation Order.

“ Treasury Regulation ” means the regulation promulgated under the IRC.

“ TWU CBA ” has the meaning ascribed to it in Section 9.01(c).

Section 1.02 .  Other Definitional and Interpretative Provisions.   The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  Unless otherwise specified, any references to a party’s “judgment”, “satisfaction” or words of a similar import shall mean in such party’s sole judgment.  The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.  All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.  Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.  Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.  “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.  References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder.  References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.  References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Law.

Section 2.01 .  Issuance and Purchase of Common Shares.   Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Closing, the reorganized Company will issue, sell and deliver to the Investor, and the Investor will purchase from the reorganized Company, 1,000 Common Shares, free and clear of all Liens, other than Liens created by the Investor or permitted by the Investor, and representing 100% of the total equity capital of the Company on a Fully Diluted Basis for an aggregate purchase price of One Hundred and Eight Million Seven Hundred and Fifty Thousand Dollars ($108,750,000) (the “ Investment Price ”).

Section 2.02 .  Closing.   (a)   Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Sections ‎7.01, ‎7.02 and ‎7.03 hereof, the Closing shall take place at the offices of Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York, at 10:00 a.m., New York City time, on the third (3rd) Business Day following satisfaction or, if permissible, waiver, of such conditions (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other time and place as the parties may agree (the date on which the Closing occurs, the “ Closing Date ”); provided that the Investor and the Company shall use all commercially reasonable efforts to have the Closing take place on the Effective Date.

(b)        At the Closing, (i) the reorganized Company shall deliver to the Investor certificates representing the Common Shares to be purchased by, and sold to, the Investor pursuant to ‎Section 2.01 hereof (registered in the names and in the denominations designated by the Investor at least two (2) Business Days prior to the Closing Date), together with the other documents, certificates and opinions to be delivered pursuant to ‎Section 7.01 and ‎Section 7.02 hereof, and (ii) the Investor, in full payment for the Common Shares to be purchased by, and sold to, the Investor pursuant to ‎Section 2.01 hereof, shall pay to the reorganized Company as provided in ‎Section 2.01 hereof, an aggregate amount equal to the Investment Price provided that the Investor may, in its sole discretion, credit all or any portion of the Outstanding Amount against the Investment Price, and shall deliver the certificate required pursuant to ‎Section 7.03(a) hereof.  The Investor shall make payment hereunder in immediately available funds by wire transfer to the account or accounts designated by the Company, or by such other means as may be agreed between the parties hereto (and by the Creditors’ Committee, in the case of the payment described in Section 5.12 hereof).  The Company shall make any payment due hereunder in immediately available funds by wire transfer to the account designated by the Investor, or by such other means as may be agreed between the parties hereto.

Except as set forth in the Company Disclosure Schedules attached hereto as Exhibit B, the Companies hereby represent and warrant to, and agree with, the Investor as follows:

Section 3.01 .  Bankruptcy Court Orders.   The Companies shall have complied with the terms of all orders of the Bankruptcy Court in respect of the Investment, this Agreement and the Investment Agreement and Bidding Procedures Order upon and after the entry of any such order, except to the extent that any such failure to comply is not material to the Investor (or to the Creditors’ Committee, in the case of the payment described in Section 5.12 hereof).

Section 3.02 .  Capitalization; Securities.   (a) Upon the Closing and after giving effect to the Confirmation Order, the Plan and the Investment, the authorized capital stock of the reorganized Company shall consist solely of Common Shares.  Upon the Closing (after giving effect to the Confirmation Order, the Plan and the Investment), 1,000 Common Shares, representing 100% of the total equity capital of the Company on a Fully Diluted Basis, shall be issued to the Investor.  Upon the Closing Date, all of such Common Shares to be issued and delivered to the Investor pursuant to the terms hereof shall have been duly authorized and validly issued, fully paid, nonassessable and not subject to preemptive or similar rights of third parties.  Upon the Closing and after giving effect to the Confirmation Order and the Plan, (i) there shall be no voting trusts, voting agreements, proxies, first refusal rights, first offer rights, co-sale rights, options, transfer restrictions or other agreements, instruments or understandings (whether oral, formal or informal) with respect to the voting, transfer or disposition of capital stock of the Company or any Subsidiary to which the Company or any Subsidiary is a party or by which it is bound, or, to the Knowledge of the Company, among or between any Persons other than the Company or any Subsidiary (as the case may be), except as set forth in this Agreement, and (ii) except as approved by Investor in connection with the second sentence of Section 7.02(g), there shall be no options, warrants, stock appreciation rights, restricted stock units, calls, commitments or agreements of any character to which the Company or any Subsidiary is a party, or by which the Company or any Subsidiary is bound, calling for the issuance of shares of capital stock or other Equity Securities of the Company or any Subsidiary or for settlement in cash based upon the value of any such Equity Securities, or other arrangement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound to acquire, at any time or under any circumstance, capital stock of the Company or any Subsidiary or any such Equity Securities.  The rights, preferences and privileges of the capital stock of the Company shall be as set forth in the Certificate of Incorporation of the Company, as amended pursuant to the Plan and in effect upon the Closing, in the form approved by the Investor.

Section 3.03 .  Financial Advisors and Brokers.   Except for Seabury Securities LLC and/or its Affiliates (“ Seabury ”), or as otherwise set forth on Schedule ‎3.03(a) hereto, no Person has acted, directly or indirectly, as a broker, finder or financial advisor of any of the Companies in connection with the Transaction Documents or the transactions contemplated thereby, and except for Seabury and any Person listed on Schedule ‎3.03(a), no Person acting for or on behalf of any of the Companies is entitled to receive any broker’s, finder’s or similar fee or commission in respect thereof based in any way on any agreement, arrangement or understanding made by or on behalf of any of the Companies; provided that “financial advisors” shall not include any tax, accounting or other similar providers of financial services to the Companies listed on Schedule 3.03(b).  True and correct copies of the Company’s agreement with Seabury and all agreements between any of the Companies, on the one hand, and each Person listed on Schedule ‎3.03(a) (or any of their respective Affiliates), on the other, have been delivered to the Investor.

Section 3.04 .  Controls.   Each of the Companies maintains internal information systems, cash management systems and other controls sufficient to provide reasonable assurance that material transactions are executed in accordance with management’s general or specific authorizations and are recorded in a manner that permits the preparation of financial statements in accordance with GAAP.

Section 3.05 .  Aircraft.   (a) Schedule ‎3.05(a) hereto sets forth a list of all aircraft and aircraft engines owned or leased by any of the Companies as of the date hereof (the “ Company Aircraft ”), including a description of the type, aircraft number or engine number, as the case may be, of each such Company Aircraft and the date the Company or any of its Subsidiaries placed such Company Aircraft in service or proposes to place such Company Aircraft in service, which list is true and complete in all material respects.  All Company Aircraft and spare parts and other assets and properties that are used by any of the Companies in the conduct of its business are being maintained in all material respects according to applicable FAA regulatory standards and the FAA-approved maintenance program of the respective Companies.  The Companies have implemented maintenance schedules with respect to their respective Company Aircraft and such spare parts and other relevant assets that, if complied with, would result in the satisfaction, in all material respects, of all requirements under all applicable FARs and airworthiness directives of the FAA, DOT or any other Governmental Entity required to be complied with in accordance with the FAA-approved maintenance program of the Companies, and the Companies are in compliance with such maintenance schedules in all material respects and there is no reason to believe that they will not satisfy any component of such maintenance schedules on or prior to the dates specified in such maintenance schedules.

(b)        Each Company Aircraft has a validly issued, current individual aircraft FAA Certificate of Airworthiness with respect to such Company Aircraft which satisfies all requirements for the effectiveness of such FAA Certificate of Airworthiness.

(c)        Each Company Aircraft is properly registered on the FAA aircraft registry.

(d)        None of the Companies is a party to any interchange or pooling agreements with respect to its respective Company Aircraft, spare parts, rotables or expendables that would have an  adverse effect on its creditworthiness or its ability to operate its business.

(e)        No Company Aircraft is subleased to or otherwise in the possession of another air carrier or other Person, other than the Company or any of its Subsidiaries, to operate such Company Aircraft in air transportation or otherwise.

Section 3.06 .  Certificated Air Carrier.   Each Air Carrier is a Certificated Air Carrier and possesses all necessary certificates, franchises, licenses, permits, rights, designations, authorizations, exemptions, concessions, approvals, frequencies, Slots, and consents that are material to the operation of the routes flown by it and the conduct of its business and operations as currently conducted (the “ Permits ”).  Each Air Carrier is a “citizen of the United States” as that term is defined in Section 40102(a)(15) of Title 49 or successor statute.  Neither the DOT nor FAA nor any other Governmental Entity has taken any action or to such Air Carrier’s Knowledge, proposed or threatened to take any action, to amend, modify, suspend, revoke, terminate, cancel, or otherwise affect such Permits, in each case, in a materially adverse manner. Except as set forth in Schedule 3.06, no written notices of violations of the FARs or of DOT rules, regulations or requirements have been issued and are pending.

Section 3.07 .  Slots and Gate Interests.   The Companies hold each of the Slots and each of the Gate Interests pursuant to authority granted by the FAA, other applicable Governmental Entity or Airport Authority and are in compliance in all material respects with all of the terms, conditions, and limitations of each rule, regulation, or requirement of the FAA, DOT, any other applicable Governmental Entity or Airport Authority applicable thereto and with all applicable provisions of law, and with respect to Slots, including but not limited to the applicable Slot use limitations imposed from time to time by statute, regulation or order, except in each case where non-compliance would not be reasonably likely to impair the right to hold and use each such Slot or Gate Interest pursuant to and for the full term of the corresponding authorization or agreement as such exists on the date hereof.  Subject to any transfers, exchanges or other dispositions permitted by this Agreement and the DIP Credit Agreement, the Companies are utilizing or causing to be utilized the Slots and Gate Interests in all material respects to the extent required to maintain such rights to each such Slot and Gate Interest by the applicable Governmental Entity including each applicable Airport Authority.  Other than with respect to Slots at New York LaGuardia Airport and except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the Companies has received any notice from any Governmental Entity, including any Airport Authority, or is aware of any other event or circumstance, that would be reasonably likely to impair its right to hold and use any of the Gate Interests or Slots.  With respect to Slots at New York LaGuardia Airport, none of the Companies has received any notice from any Governmental Entity, including any Airport Authority, or is aware of any other event or circumstance, that would be reasonably likely to impair its right to hold and use any such Slot.  Each Company’s Slots are listed on Schedule 3.07.  Each Company’s Gate Interests are listed on Schedule 3.07.

Section 3.08 .  Foreign Corrupt Practices Act.   Except for such matters as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:

(a)        The Companies have developed and implemented a compliance program which includes corporate policies and procedures that provide reasonable assurance of compliance with the Foreign Corrupt Practices Act, as amended (the “ Foreign Corrupt Practices Act ”).

(b)        In connection with its compliance with the Foreign Corrupt Practices Act, there are no adverse or negative past performance evaluations or ratings by the U.S. Government, or any voluntary disclosures under the Foreign Corrupt Practices Act, any enforcement actions or threats of enforcement actions, or any facts to the Knowledge of the Companies that, in each case, could result in any adverse or negative performance evaluation related to the Foreign Corrupt Practices Act.

(c)        Neither the U.S. Government nor any other Person has notified any of the Companies in writing of any actual or alleged violation or breach of the Foreign Corrupt Practices Act.

(d)        None of the Companies has undergone and is undergoing any audit, review, inspection, investigation, survey or examination of records relating to any of the Companies’ compliance with the Foreign Corrupt Practice Act, and, to the Company’s Knowledge, there is no basis for any such audit, review, inspection, investigation, survey or examination of records.

(e)        The Companies have not been and are not now under any administrative, civil or criminal investigation, charge or indictment involving alleged false statements, false claims or other improprieties relating to any of the Companies’ compliance with the Foreign Corrupt Practices Act, nor, to the Company’s Knowledge, is there any basis for any such investigation or indictment.

Section 3.09 .  Corporate Existence; Compliance with Law.   Each Company (a) is a corporation duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of incorporation set forth in Schedule ‎3.09; (b) is duly qualified to conduct business and is in good standing in each other jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) has the requisite power and authority to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease and to conduct its business as now conducted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; (d) subject to the specific representations regarding Environmental Laws, has all licenses, permits, consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Entities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and, except as would not reasonably be expected to have a Material Adverse Effect, all such licenses, permits, consents or approvals and filings are in full force and effect; (e) is in compliance with its charter and bylaws; and (f) subject to the specific representations set forth herein regarding ERISA, Environmental Laws, Tax and other Laws, is in compliance with all applicable provisions of Law, except to the extent permitted by the Bankruptcy Code or where the failure to comply would not reasonably be expected to have a Material Adverse Effect.  As of the date hereof, each of the Companies has made available (including by filing publicly by EDGAR with the SEC) to the Investor a complete and correct copy of the certificates of incorporation and the bylaws of the Companies, each as amended to date and each of which as made available is in full force and effect.

Section 3.10 .  Corporate Power, Authorization, Enforceable Obligations.   Upon the entry by the Bankruptcy Court of the Investment Agreement and Bidding Procedures Order, except as contemplated by and provided for under the Bankruptcy Code and, if applicable, subject to entry of the Confirmation Order, the execution, delivery and performance by each Company of the Transaction Documents to which it is a party: (a) are within such Person’s power; (b) have been duly authorized by all necessary corporate action; (c) do not contravene any provision of such Person’s certificate of incorporation or bylaws; (d) do not violate any Law; (e) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, or require any payment to be made under, any Material Contract; (f) do not result in the creation or imposition of any Lien upon any of the property of such Person other than those in favor, or for the benefit, of the Investor, its successors and assigns or another Successful Investor; (g) do not give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person under any applicable Law or any provision of any certificate of incorporation or bylaws or any agreement or instrument applicable to any of the Companies; and (h) do not require an Approval of any Governmental Entity or any other Person, except those referred to on Schedule ‎3.10 and except, in the case of each of clauses ‎(d) through ‎(h), as would not reasonably be expected to have a Material Adverse Effect.  Each of the Transaction Documents to which any of the Companies is a party shall be duly executed and delivered by such company and each such Transaction Document shall, when so executed, constitute a legal, valid and binding obligation of such company enforceable against it in accordance with its terms.

Section 3.11 .  Financial Statements and Reports. (a) The audited consolidated balance sheets at March 31, 2009, March 31, 2008 and March 31, 2007 of the Companies and their Subsidiaries and the related consolidated statements of operations, stockholders equity and other comprehensive income (loss) and for the fiscal year then ended, reported on by KPMG LLP (the “ Financial Statements ”) have been delivered (including by filing publicly by EDGAR with the SEC) on or prior to the date hereof, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the consolidated financial position of the Companies and their Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

(b)        The Company (or, where applicable, Frontier Airlines) has made available (including by filing publicly by EDGAR with the SEC) to the Investor a true and complete copy of (i) the Annual Report on Form 10-K of the Company (or, where applicable, Frontier Airlines) for each of the fiscal years ended March 31, 2009, 2008 and 2007; (ii) the Quarterly Report on Form 10-Q of the Company (or, where applicable, Frontier Airlines) for each of the periods ended June 30, 2008 and 2007, September 30, 2008 and 2007 and December 31, 2008 and 2007; and (iii) each registration statement, report on Form 8-K, proxy statement, information statement or other report or statement required to be filed by the Company (or, where applicable, Frontier Airlines) with the SEC since March 31, 2006 in each case, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the “ SEC Reports ”).  As of their respective dates, the SEC Reports (i) were timely filed with the SEC; (ii) complied, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act; and (iii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The SEC Reports included or will include all certificates required to be included therein pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended (the “ SOX Act ”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the SOX Act. As of the date of this Agreement, other than the SEC Reports, none of the Companies has filed or been required to file any other reports or statements with the SEC since March 31, 2006.

Section 3.12 .  Absence of Certain Changes or Events.   As of the date of this Agreement, since March 31, 2009, except for the transactions contemplated by the Transaction Documents or as otherwise disclosed in the SEC Reports or this Agreement, the Companies, taken as a whole, have in all material respects conducted their respective businesses in the ordinary course of business.

Section 3.13 .  Ownership of Property; Real Estate; Liens.   (a) Each Company warrants that it has good, marketable, legal and valid title to, or legal and valid leasehold interests in, all of its personal property that is material to the conduct of its business.  Except as would not reasonably be expected to have a Material Adverse Effect, no portion of any such personal property, nor any leased Real Estate has suffered any damage by fire or other casualty loss which has not heretofore been substantially repaired and restored to its original condition (ordinary wear and tear excepted).  Except as would not reasonably be expected to have a Material Adverse Effect, none of the material properties and assets of any of the Companies is subject to any Liens other than the Liens contemplated by the Transaction Documents.

(b)         No Company owns any Real Estate .  As of the date of this Agreement, the leases and other agreements listed in Schedule 3.13 constitute all of the Material Real Estate Contracts.  Each Company has valid and enforceable leasehold interests in all of the real estate leased pursuant to the Material Real Estate Contracts, excluding any leased Real Estate that is occupied on a month-to-month or “at-will” basis or which has expired by its terms after the date hereof.  True, correct and complete copies of all Material Real Estate Contracts have been delivered or made available to the Investor.  No Company has received any notice of any, nor to the Knowledge of any of the Companies, is there any pending, threatened or contemplated, condemnation or eminent domain proceeding affecting any leased Real Estate or any part thereof or denial of access to any such leased real property from any current point of public access, or of any sale or other disposition of any such leased Real Estate or any part thereof in lieu of condemnation.

Section 3.14 .  Labor Matters.   (a) Except as set forth on Schedule ‎3.14(a), none of the Companies is a party to or bound by any labor agreement or collective bargaining agreement respecting the employees in or relating to its business.  Except as set forth on Schedule ‎3.14(a), none of the Companies has received any written notification of any efforts to organize employees in respect of any labor or union organization in or relating to its business.  Except as set forth in Schedule ‎3.14(a), there is no unfair labor practice or similar charge or complaint against any of the Companies relating to its business pending, or to the Knowledge of any of the Companies, threatened.  Each of the Companies is in compliance in all respects with all applicable Laws respecting employment practices, term and conditions of employment, collective bargaining agreements and wages and hours and is not engaged in any unfair labor practice, except where non-compliance would not reasonably be expected to result in a Material Adverse Effect.

(b)        Except as set forth in Schedule ‎3.14(b), neither the execution and delivery of the Transaction Documents nor the consummation of the transactions contemplated thereby will result in the breach of, constitute a default or a change in control under, or otherwise provide any Person with a right to terminate, rescind, amend, renegotiate or be released from any labor agreement or collective bargaining agreement, or any provisions thereof, to which any of the Companies is a party.

(c)        There is no strike, work stoppage, lockout or material labor dispute, or to the Knowledge of any of the Companies, threat thereof by or with respect to any employee of the Companies, except those that would not reasonably be expected to have a Material Adverse Effect.

Section 3.15 .  Ventures, Subsidiaries and Affiliates; Outstanding Equity Securities and Indebtedness.   Except as set forth in Schedule ‎3.15, none of the Companies has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All of the issued and outstanding Common Stock of each of the Companies (other than the Company) is owned by each of the Stockholders, fully paid and non-assessable and in the amounts set forth in Schedule ‎3.15.  All outstanding indebtedness of each Company is listed on Schedule ‎3.15.  Other than as set forth on Schedule ‎3.15, as of the date hereof, none of the Companies is obligated, pursuant to any agreement or instrument applicable to such Company, to purchase any Equity Securities of, or make any other equity investment in, any Person.

Section 3.16 .  Taxes.

(a)        Except as disclosed in Schedule 3.16(a), the Companies have duly and timely filed with the appropriate taxing authorities all income Tax Returns and all other material Tax Returns that were required to be filed by them.  All such Tax Returns were true, correct and complete in all material respects and have been completed in accordance with applicable Law.  Except as disclosed in Schedule 3.16(a), the Companies have timely paid all income Taxes and all other material Taxes required to be paid by them (whether or not shown on any Tax Return), other than in those instances in which such Taxes are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP in respect of all such Taxes in the most recent Financial Statements.  The reserves for Taxes provided in the Books and Records of the Companies have been determined in accordance with GAAP and will be sufficient for all Taxes of the Companies with respect to any period for which Tax Returns have not yet been filed or for Taxes not yet due and owing for any Tax period or portion thereof through and including the Closing Date.  Except as disclosed in Schedule 3.16(a), there is no material Tax liability proposed in writing by any taxing authority for which there is not an adequate reserve in accordance with GAAP in the most recent Financial Statements.

(b)        Except as disclosed in Schedule 3.16(b) hereto and other than in connection with any leases, no audits or investigations relating to any Taxes for which any of the Companies may be liable are pending or threatened in writing by any taxing authority.  Except as disclosed in Schedule 3.16(b) hereto, there are no agreements or applications by any of the Companies for the extension of the time for filing any federal income Tax Return or other material Tax Return or paying any federal income Tax or any other material Tax nor have there been any extensions or waivers of any statutes of limitation for the assessment of any federal income Taxes or other material Taxes.

(c)        Except as disclosed in Schedule 3.16(c), to the Knowledge of the Companies after due inquiry, none of the Companies (i) has an agreement or arrangement with any person or entity pursuant to which any of the Companies would have a material obligation with respect to Taxes of another person or entity following the Closing, (ii) has any material liability for the Taxes of any third party under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law) as a transferee or successor, by contract or otherwise (other than entities for which the Company is or was the common parent), (iii) has been a member of an affiliated group of corporations within the meaning of Section 1504 of the IRC (other than a group the common parent of which is the Company), and (iv) has filed or been included in a combined, consolidated or unitary income Tax Return (except for the group of which the Company is the parent).

(d)        The Companies have withheld and timely paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to, or any options issued to, any employee, independent contractor, creditor, stockholder, or other third party.

(e)        No jurisdiction in which any of the Companies does not file a Tax Return (i) has asserted in writing that such entity is or may be subject to Tax in that jurisdiction (including any liability for any Taxes on a “nexus” basis) or (ii) has sent notices or written communications of any kind requesting information relating to such entity’s nexus with such jurisdiction.

(f)        None of Companies has agreed, or will be required, to make any adjustment for any period after the date of this Agreement pursuant to Section 481(a) of the IRC by reason of any change in any accounting method made prior to the date hereof.  There is no application pending with any Governmental Entity requesting permission for any such change in any accounting method of any of the Companies, and the Internal Revenue Service has not issued in writing any pending proposal regarding any such adjustment or change in accounting method.

(g)        Except as disclosed in Schedule 3.16(g), none of the Companies owns a single member limited liability company which is treated as a disregarded entity, is a stockholder of a “controlled foreign corporation” as defined in Section 957 of the IRC, or is a stockholder of a “passive foreign investment company” as defined in Section 1296 of the IRC.

(h)        None of the Companies has invested in any entity or entered into any arrangement that is a “tax shelter” within the meaning of Section 6662(d)(2)(C) of the IRC.  None of the Companies has been a participant in or material advisor to any transaction that is a “listed transaction” as defined by Treasury Regulations Section 1.6011-4.

(i)        Except as disclosed in Schedule 3.16(i) none of the Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any deferred intercompany gain or any excess loss account described in Treasury Regulations under Section 1502 of the IRC (or any corresponding provision of state, local or foreign Tax law) or closing agreement as described in Section 7121 of the IRC (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the Closing Date.  None of the Companies will be required to include in taxable income for any period (or any portion thereof) ending after the Closing Date any material amount of income as a result of any installment sale or other open transaction disposition made on or prior to the Closing Date or prepaid amount received on or prior to the Closing Date.

(j)        None of the assets of any of the Companies directly or indirectly secures any debt the interest on which is tax-exempt under Section 103(a) of the IRC.

(k)        Except as disclosed in Schedule 3.16(k) none of the Companies (i) is a party to a lease that is treated as a “Section 467 rental agreement” within the meaning of Section 467(d) of the IRC, (ii) has ever participated in an international boycott as defined in Section 999 of the IRC, or (iii) is a party to a gain recognition agreement under Section 367 of the IRC.

(l)        None of the Companies has distributed to its shareholders or security holders stock or securities of a controlled corporation, nor has stock or securities of any of the Companies been distributed, in a transaction to which Section 355 of the IRC applies in the five (5) years prior to the date of this Agreement.

(m)     The Companies have made available to the Investor complete copies of (A) all material Tax Returns of the Companies relating to Taxable periods ending on or after March 31, 2004 and (B) any audit reports, examination reports and statements of deficiencies issued within the last three years relating to any material amount of Tax due from or with respect to the Companies, its income, assets or operations.

Section 3.17 .  ERISA. (a)   Schedule ‎3.17(a) lists each Employee Plan.  “ Employee Plan ” means any employee benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) and any other employment, bonus, incentive, deferred compensation, stock option or other equity based, severance, termination, change in control, fringe benefit or other compensatory arrangement, agreement, plan, program or policy maintained, sponsored or contributed to by any of the Companies or by any trade or business, whether or not incorporated, that together with any of the Companies would be deemed a “single employer” under Section 414 of the IRC (an “ ERISA Affiliate ”) or to which any such Person is or has been obligated to contribute or, with respect to which any such Person has, or may have, any liability or obligation.  Except as identified on Schedule ‎3.17(a) hereto, none of the Companies is or, within the preceding six (6) years, has been obligated to contribute to or has or had any liability, direct or indirect, under or with respect to, (1) any “multiemployer plan” as defined in Section 3(37) of ERISA (all such identified plans being the “ Multiemployer Plans ”), or (2) any single employer defined benefit pension plan (within the meaning of Section 3(2) of ERISA) that is or was subject to Title IV of ERISA.  Except as set forth on Schedule ‎3.17(a), none of the Companies has an express or implied commitment (1) to create or incur liability with respect to or cause to exist any new employee benefit plan, program, agreement or arrangement other than the Employee Plans or (2) except for amendments necessary to comply with applicable