Exhibit 4.4(a)
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (the "Agreement"), between
Frontier Airlines, Inc., a Colorado corporation (the "Company"), and American
Securities Transfer & Trust, Inc., a Colorado corporation (the "Rights Agent")
is made as of June 30, 1997.
RECITAL
The Company and the Rights Agent wish to amend the Rights Agreement, dated
February 20, 1997 (the "Rights Agreement") between the Company and the
Rights Agent.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Rights Agent agree as follows:
Pursuant to Section 27 of the Rights Agreement, the Rights Agreement is
hereby amended as follows:
1. The first sentence of Section 1(a) is hereby amended in its entirety
to read as follows:
"Acquiring Person" means any Person that, together with all Affiliates
and Associates of such Person, is the Beneficial Owner of 20% or more
of the shares of Common Stock then outstanding, but shall not include
(i) the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any Person
or entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan, (ii) any Person who would
otherwise become an Acquiring Person solely as a result of a reduction
in the number of shares of Common Stock outstanding due to the
repurchase of shares of Common Stock by the Company, unless and until
such Person shall purchase or otherwise become the Beneficial Owner of
additional shares of Common Stock constituting one-half of one percent
or more of the then outstanding shares of
Common Stock other than pursuant to a Qualifying Offer or (iii) any
Person that becomes the Beneficial Owner of 20% or more of the shares
of Common Stock pursuant to a Qualifying Offer.
2. Section 1(l) is hereby amended in its entirety to read as follows:
"Qualifying Offer" means a tender offer or exchange offer for, or
merger proposal involving, all outstanding shares of Common Stock at a
price and on terms determined by at least a majority of the members of
the Continuing Directors who are not officers or employees of the
Company and who are not representatives, nominees, Affiliates or
Associates of the Person making such offer, to be (a) at a price that
is fair to Shareholders (taking into account all factors that such
members of the Board deem relevant) and (b) otherwise in the best
interests of the Company and its Shareholders.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
FRONTIER AIRLINES, INC.
By:_________________________________________
President and Chief Executive Officer
AMERICAN SECURITIES TRANSFER & TRUST, INC.
By:_________________________________________
Name:_____________________________________
Title:____________________________________
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