Exhibit 10.27(c)
Execution Version
Dated 11 August 2015
AMENDMENT AGREEMENT TOSTEP-IN AGREEMENT AND THE ASSIGNED PURCHASE AGREEMENTS
BETWEEN
VERTICAL HORIZONS, LTD.
as Buyer
–and–
BANK OF UTAH
as Security Trustee
- and-
AIRBUS S.A.S.
as Airbus
relating to the PDP financing
of nineteen (19) A321ceo, two (2) A320ceo and fifteen (15) A320neo aircraft
THISAMENDMENTAGREEMENTTOSTEP-INAGREEMENTANDTHEASSIGNEDPURCHASEAGREEMENTS (the “Agreement”) is made on 11 August 2015
BETWEEN
| (1) | VERTICALHORIZONS,LTD., a company incorporated pursuant to the laws of the Cayman Islands whose registered address and principal place of business is at the offices of Intertrust SPV (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1 9005, Cayman Islands (the “Buyer”); |
| (2) | BANKOFUTAH, not in its individual capacity but solely as security trustee for the Facility Agent and the Lenders (the “SecurityTrustee”); and |
| (3) | AIRBUSS.A.S., registered in France and having its registered office at 1rond-point Maurice Bellonte, 31707 Blagnac Cedex, France (“Airbus”), |
(each a “Party”, and together, the “Parties”).
RECITALS
| (A) | In connection with thepre-delivery payment financing of nine (9) A321ceo and five (5) Airbus A320neo aircraft the Buyer, the Security Trustee and Airbus entered into that certainstep-in agreement dated 23 December 2014, as amended by that certain letter agreement to thestep-in agreement and the assigned A321 purchase agreement dated 11 May 2015 (collectively, the “Step-InAgreement”). |
| (B) | The Parties now wish to amend theStep-In Agreement (and the Assigned A321 Purchase Agreement and the Replacement A321 Purchase Agreement) in accordance with the terms and conditions of this Agreement. |
IT IS AGREED AS FOLLOWS:
| 1.1 | In this Agreement (including the recitals), unless the context otherwise requires or unless otherwise defined or provided for in this Agreement, capitalised words and expressions shall have the respective meanings ascribed to them in theStep-In Agreement. |
| 1.2 | The provisions of clause 1.2 of theStep-In Agreement shall apply to this Agreement as if set out herein in full,mutatismutandis. |
| 1.3 | Each Party hereby agrees that each document executed by it and any document appended to any such document is amended in accordance with this Agreement and that all of those documents shall be construed accordingly. |
It is a condition to the amendment of theStep-In Agreement in accordance with the terms and conditions of this Agreement that Airbus shall have received from both Frontier Holdings and Frontier the duly executed Guarantors’ confirmation.
| 3.1 | On and from the date of the satisfaction of the conditions precedent pursuant to Clause 2 (ConditionsPrecedent) above (“EffectiveDate”), the reference to “Five (5) Airbus A320neo Aircraft and nine (9) Airbus |
| | A321ceo Aircraft” on the cover page of theStep-In Agreement shall be deleted in its entirety and replaced with “Fifteen (15) Airbus A320neo Aircraft, two (2) Airbus A320ceo Aircraft and nineteen (19) Airbus A321ceo Aircraft”. |
| 3.2 | On and from the Effective Date, Recitals (A), (B) and (C) of theStep-In Agreement shall be amended and restated as follows: |
| | “(A) | Pursuant to (a) the A320 Purchase Agreement, Airbus has agreed to sell and Frontier has agreed to purchase and take delivery of the A320 Aircraft and (b) the A321 Purchase Agreement, Airbus has agreed to sell and Frontier has agreed to purchase and take delivery of the A320ceo Aircraft and the A321 Aircraft. |
| | (B) | Pursuant to the Assignment and Assumption Agreement, certain rights and obligations of Frontier in respect of the A320 Aircraft, the A320ceo Aircraft and the A321 Aircraft were transferred by Frontier to the Buyer. |
| | (C) | Pursuant to (a) the Assigned A320 Purchase Agreement, Airbus has agreed to sell and the Buyer has agreed to purchase and take delivery of the A320 Aircraft and (b) the Assigned A321 Purchase Agreement, Airbus has agreed to sell and the Buyer has agreed to purchase and take delivery of the A320ceo Aircraft and the A321 Aircraft.” |
| 3.3 | On and from the Effective Date, in clause 1 (Interpretation) of theStep-In Agreement, the following definitions shall be amended and restated or incorporated into theStep-In Agreement (as the case may be) as follows: |
“A320Airframes means, as the context requires, all or any of the fifteen (15) Airbus A320neo aircraft which are the subject of this Agreement and bearingCAC-IDs ***** together with all Parts incorporated in, installed on or attached to such airframes on the respective Delivery Dates of such airframes.
A320ceoAircraft means, as the context requires, all or any of the A320ceo Airframes, together with the Engines and the Manuals and Technical Records relating respectively thereto.
A320ceoAirframes means, as the context requires, all or any of the two (2) Airbus A320ceo aircraft which are the subject of this Agreement and bearingCAC-IDs ***** together with all Parts incorporated in, installed on or attached to such airframes on the respective Delivery Dates of such airframes.
A321Airframes means, as the context requires, all or any of the nineteen (19) Airbus A321ceo aircraft which are the subject of this Agreement and bearingCAC-IDs ***** together with all Parts incorporated in, installed on or attached to such airframes on the respective Delivery Dates of such airframes.
A321PurchaseAgreement means the A321ceo aircraft purchase agreement dated 31 October 2014, as amended and supplemented from time to time (but excluding any letter agreements entered into from time to time in relation thereto), between Airbus (as seller) and Frontier (as buyer) with respect to the A320ceo Aircraft and the A321 Aircraft.
Aircraft means, together, the A320 Aircraft, the A320ceo Aircraft and the A321 Aircraft.
AmendmentNo. 1 means that certain letter agreement to thestep-in agreement and the assigned A321 purchase agreement dated 11 May 2015 and entered into between the Buyer, Frontier, Airbus and the Security Trustee.
AmendmentNo. 2 means that certain amendment agreement to assignment and assumption agreement dated 11 August 2015 and entered into between the Buyer, Airbus and Frontier.
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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AmendmentNo. 2toStep-InAgreement means that certain amendment agreement tostep-in agreement and the assigned purchase agreements dated 11 August 2015 and entered into between the Buyer, Airbus and the Security Trustee.
AssignmentandAssumptionAgreement means the assignment and assumption agreement in respect of the A320 Purchase Agreement (to the extent relating to the A320 Aircraft) and the A321 Purchase Agreement (to the extent relating to the A320ceo Aircraft or the A321 Aircraft) dated on or about 23 December 2014 and entered into between Airbus, Frontier and the Buyer as amended by Amendment No. 1 and as further amended by Amendment No. 2.
Engines means:
| | (a) | with respect to an A320 Airframe, collectively the set of two (2) CFM InternationalLEAP-X1A26 engines attached to such A320 Airframe on the Delivery Date of such A320 Airframe; |
| | (b) | with respect to an A320ceo Airframe, collectively the set of two (2) CFM InternationalCFM56-5B4/3 engines attached to such A320ceo Airframe on the Delivery Date of such A320ceo Airframe; and |
| | (c) | with respect to an A321 Airframe, collectively the set of two (2) CFM InternationalCFM56-5B3/3B1 engines attached to such A321 Airframe on the Delivery Date of such A321 Airframe. |
FinancedPre-DeliveryPayments means, in relation to aPre-Delivery Payment, the amount equal to thatPre-Delivery Payment or that part of thatPre-Delivery Payment which has been financed or refinanced or is to be financed or refinanced by the Lenders pursuant to the PDP Loan Agreement (whether or not initially paid by the Buyer) as set out (i) in the case of the A320ceo Aircraft, in column 3 of Part A of Schedule 1, (ii) in the case of the A320 Aircraft, in column 3 of Part B of Schedule 1 and (ii) in the case of the A321 Aircraft, in column 3 of Part C of Schedule 1 andFinancedPre-DeliveryPayment means any one (1) such payment.
Non-FinancedPre-DeliveryPayments means in relation to aPre-Delivery Payment, the amount equal to thatPre-Delivery Payment or that part of thatPre-Delivery Payment which has been paid or is to be paid by the Buyer (and which has not been financed or refinanced by the Lenders under the PDP Loan Agreement) as set out (i) in the case of the A320ceo Aircraft, in column 4 of Part A of Schedule 1, (ii) in the case of the A320 Aircraft, in column 4 of Part B of Schedule 1 and (ii) in the case of the A321 Aircraft, in column 4 of Part C of Schedule 1 andNon-FinancedPre-DeliveryPayment means any one (1) such payment.
PDPPaymentDates means, in respect of each Aircraft, the dates whenPre-Delivery Payments are due as set out (i) in the case of the A320ceo Aircraft, in column 1 of Part A of Schedule 1, (ii) in the case of the A320 Aircraft, in column 1 of Part B of Schedule 1 and (ii) in the case of the A321 Aircraft, in column 1 of Part C of Schedule 1 andPDPPaymentDate means any one (1) such date.
Pre-DeliveryPayments means, in respect of each Aircraft, the amounts paid or payable by the Buyer under the applicable Assigned Purchase Agreement (such payments being thepre-delivery payments paid or payable under the applicable Purchase Agreement, as assigned to the Buyer) on specified dates, each as more particularly set out (i) in the case of the A320ceo Aircraft, in column 2 of Part A of Schedule 1, (ii) in the case of the A320 Aircraft, in column 2 of Part B of Schedule 1 and (ii) in the case of the A321 Aircraft, in column 2 of Part C of Schedule 1 andPre-DeliveryPayment means any one (1) such payment.
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Re-AssignedPurchaseAgreement means:
| | (a) | in relation to the A320 Aircraft, the Assigned A320 Purchase Agreement, asre-assigned to and assumed by Frontier pursuant to theRe-Assignment and Assumption Agreement; and |
| | (b) | in relation to the A320ceo Aircraft and the A321 Aircraft, the Assigned A321 Purchase Agreement, asre-assigned to and assumed by Frontier pursuant to theRe- Assignment and Assumption Agreement. |
RelevantDocuments means this Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 2 toStep-In Agreement, the Assignment and Assumption Agreement, each Assigned Purchase Agreement, theRe-Assignment and Assumption Agreement, eachRe-Assigned Purchase Agreement, each Guarantee and the Security Assignment (and, individually, each a Relevant Document).
ReplacementA321PurchaseAgreementmeans, following aStep-In, the aircraft purchase agreement relating to each of theStep-In Aircraft that is an A320ceo Aircraft and an A321 Aircraft, in the form set out in Part B of Schedule 4.
ScheduledDeliveryMonth means, in respect of each Aircraft, the month during which the Delivery Date is, at the date of this Agreement, scheduled to occur, as specified (i) in the case of the A320ceo Aircraft, in column 6 of Part A of Schedule 1, (ii) in the case of the A320 Aircraft, in column 6 of Part B of Schedule 1 and (ii) in the case of the A321 Aircraft, in column 6 of Part C of Schedule 1.
SecurityAssignment means the amended and restated mortgage and security agreement relating to the Assigned Purchase Agreements dated on or about 11 August 2015 and entered into between the Buyer, the Facility Agent and the Security Trustee.”
| 3.4 | On and from the Effective Date, clause 6.2(b) of theStep-In Agreement shall be amended and restated as follows: |
| | “(b) | Airbus has received from the Buyer the amounts specified in column 5 of (in the case of the A320ceo Aircraft) Part A, (in the case of the A320 Aircraft) Part B or (in the case of the A321 Aircraft) Part C of Schedule 1 to this Agreement on account of thePre-Delivery Payments in respect of the Relevant Aircraft and all of the information contained in Schedule 1 is accurate as at the date hereof.” |
| 3.5 | On and from the Effective Date, the first paragraph in clause 7.4 of theStep-In Agreement shall be amended and restated as follows: |
| | “7.4 | Within ***** of the date of delivery of aStep-In Notice with respect to any Relevant Aircraft, the Security Trustee shall notify Airbus in writing whether it or a Permitted Transferee is to be party to the applicable Replacement Purchase Agreement(s). Promptly thereafter, Airbus shall prepare and execute and send to the Security Trustee (i) in the case of eachStep-In Aircraft that is an A320 Aircraft, the execution version of the Replacement A320 Purchase Agreement in respect of suchStep-In Aircraft and (ii) in the case of eachStep-In Aircraft that is an A320ceo Aircraft or an A321 Aircraft, the execution version of the Replacement A321 Purchase Agreement in respect of suchStep-In Aircraft (as applicable); and provided that any such Replacement Purchase Agreement is substantially in the form set out in the applicable Part of Schedule 4 (FormofReplacementPurchaseAgreement) the Security Trustee shall (or, if applicable, the Security Trustee shall procure that a Permitted Transferee shall) promptly execute each applicable Replacement Purchase Agreement, and thereafter provided that Airbus has not delivered an Airbus Termination Notice under Clause 10.2 prior to the execution of each applicable Replacement Purchase Agreement, but subject always to Airbus’ rights under Clause 8:” |
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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| 3.6 | On and from the Effective Date, clause 10.1(c) of theStep-In Agreement shall be amended and restated as follows: |
| | “(c) | the Security Trustee or a Permitted Transferee (as applicable) does not enter into an A320 Replacement Purchase Agreement with respect to anyStep-In Aircraft that are A320 Aircraft or an A321 Replacement Purchase Agreement with respect to anyStep-In Aircraft that are A320ceo Aircraft or A321 Aircraft, in each case within ***** of the date of receipt by the Security Trustee from Airbus of the execution version of the applicable Replacement Purchase Agreement pursuant to Clause 7.4.” |
| 3.7 | On and from the Effective Date, clause 12.2(b) of theStep-In Agreement shall be amended and restated as follows: |
| | “(b) | Airbus and the Permitted Transferee have entered into arrangements satisfactory to Airbus (acting reasonably) pursuant to which, amongst other things, the Permitted Transferee irrevocably commits to:(i) step-in and purchase the Relevant Aircraft in accordance with (A) in the case of each Relevant Aircraft that is an A320 Aircraft, the Replacement A320 Purchase Agreement and (B) in the case of each Relevant Aircraft that is an A320ceo Aircraft or an A321 Aircraft, the Replacement A321 Purchase Agreement (as applicable) and (ii) assume the Relevant Rights and Relevant Obligations with respect to such Relevant Aircraft; and” |
| 3.8 | On and from the Effective Date, schedule 1 (Pre-DeliveryPayments,ScheduledDeliveryMonths) of theStep-In Agreement shall be amended and restated as set forth in Schedule 1 hereto. |
| 3.9 | On and from the Effective Date, the references to “five (5) Airbus A320neo aircraft and nine (9) Airbus A321ceo aircraft” in schedule 2 (FormofLetterofRelease) and in schedule 3 (FormofStep-InNotice) of theStep-In Agreement shall be deleted in their entirety and replaced with “fifteen (15) Airbus A320neo aircraft,two(2) Airbus A320ceo aircraft andnineteen (19) Airbus A321ceo aircraft”. |
| 3.10 | On and from the Effective Date, in clause 0.1 in part A of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and in clause 0.1 of the Assigned A320 Purchase Agreement, the following definition shall be amended and restated as follows: |
“Aircraft means an Airbus A320 aircraft delivered under this Agreement and described in Clause 9.1.1, including the Airframe, the Propulsion Systems, the NEO Option and any part, component, furnishing or equipment installed on the Aircraft on Delivery.
Step-InAgreement means thestep-in agreement dated 23 December 2014, made between the Buyer, the Security Trustee and the Seller in respect of the Aircraft, as amended by that certain letter agreement to thestep-in agreement and the assigned A321 purchase agreement dated 11 May 2015 and as further amended by that certain amendment agreement tostep-in agreement and the assigned purchase agreements dated 11 August 2015.”
| 3.11 | On and from the Effective Date, clause 1 (SaleandPurchase) in part A of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and in clause 1 of the Assigned A320 Purchase Agreement, shall be amended and restated as follows: |
“The Seller shall sell and deliver and the Buyer shall buy and take delivery of fifteen (15) A320 Aircraft on the Delivery Date at the Delivery Location upon the terms and conditions contained in this Agreement.”
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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| 3.12 | On and from the Effective Date, the table in clause 9.1.1 in part A of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and in clause 9.1.1 of the Assigned A320 Purchase Agreement, shall be amended and restated as follows: |
| | | | | | | | |
Aircraft Rank | | CAC ID Reference | | | | Scheduled Delivery |
| | | | | | | Month/Quarter | | Year |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
| 3.13 | On and from the Effective Date, the table in exhibit D in part A of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and in Exhibit D of the Assigned A320 Purchase Agreement, shall be amended and restated as per Schedule 2 attached hereto. |
| 3.14 | On and from the Effective Date, in clause 0.1 in part B of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and in clause 0.1 of the Assigned A321 Purchase Agreement, the following definitions shall be amended and restated or incorporated into the form of replacement purchase agreement as follows: |
“A320ceoAircraft means an Airbus A320ceo aircraft delivered under this Agreement and described in Clause 9.1.1, including the Airframe, the Propulsion Systems, and any part, component, furnishing or equipment installed on the Aircraft on Delivery.
A321Aircraft means an Airbus A321 aircraft delivered under this Agreement and described in Clause 9.1.1, including the Airframe, the Propulsion Systems, and any part, component, furnishing or equipment installed on the Aircraft on Delivery.
A320ceoAirframe means an A320ceo Aircraft excluding the Propulsion Systems.
A321Airframe means an A321 Aircraft excluding the Propulsion Systems.
Aircraft means an A320ceo Aircraft or an A321 Aircraft.
SCNBudget means i) in respect of an A320ceo Aircraft, the amount of ***** and ii) in respect of an A321 Aircraft, the amount of *****, being the cost in delivery conditions ***** Dollars of the SCNs which the Buyer and the Seller have assumed to be applicable to each Airframe as delivered hereunder and which cost is included in the relevant Airframe Base Price set out in Clause 3.1.
StandardSpecification means the A321 standard specification document number E.000.02000, Issue 5, dated June 20, 2011 or the A320 standard specification document number *****, as applicable.
Step-InAgreement means thestep-in agreement dated 23 December 2014, made between the Buyer, the Security Trustee and the Seller in respect of the Aircraft, as amended by that certain letter agreement to
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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thestep-in agreement and the assigned A321 purchase agreement dated 11 May 2015 and as further amended by that certain amendment agreement tostep-in agreement and the assigned purchase agreements dated 11 August 2015.”
| 3.15 | On and from the Effective Date, clause 1 (SaleandPurchase) in part B of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and in clause 1 of the Assigned A321 Purchase Agreement, shall be amended and restated as follows: |
“The Seller shall sell and deliver and the Buyer shall buy and take delivery of ***** A320ceo Aircraft and ***** A321 Aircraft on the Delivery Date at the Delivery Location upon the terms and conditions contained in this Agreement.”
| 3.16 | On and from the Effective Date, clause 2.3 (PropulsionSystem) in part B of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and in clause 2.3 of the Assigned A321 Purchase Agreement, shall be amended and restated as follows: |
“Each A320ceo Airframe shall be equipped with a set of two (2) CFM International ***** propulsion systems and each A321 Airframe shall be equipped with a set of two (2) CFM International ***** propulsion systems.”
| 3.17 | On and from the Effective Date, the first paragraph in clause 3.1 (AirframeBasePrice) in part B of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and the first paragraph in clause 3.1 of the Assigned A321 Purchase Agreement, shall be amended and restated as follows: |
“The Airframe Base Price for an A320ceo Airframe is ***** and the Airframe Base Price for an A321 Airframe is *****, in each case, subject to any agreement between the Buyer and the Seller.”
| 3.18 | On and from the Effective Date, the table in clause 9.1.1 in part B of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and in clause 9.1.1 of the Assigned A321 Purchase Agreement, shall be amended and restated as follows: |
| | | | | | | | |
Aircraft Rank | | CAC ID Reference | | | | Scheduled Delivery |
| | | | | | | Month/Quarter | | Year |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
***** | | ***** | | ***** | | ***** | | ***** |
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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| 3.19 | On and from the Effective Date, clause 1 of part 2 of exhibit A in part B of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and clause 1 of part 2 of exhibit A of the Assigned A321 Purchase Agreement, shall be amended and restated as follows: |
| | “1 | REFERENCEPRICEOFTHEPROPULSIONSYSTEM |
The “PropulsionSystemsReferencePrice” (as such term is used in this Exhibit A Part 2) of a set of two (2) CFM International
CFM56-5B4/3 engines is *****
CFM56-5B3/3B1 engines is *****
The Propulsion Systems Reference Price is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of this Exhibit C Part 2.”
| 3.20 | On and from the Effective Date, the reference to “Airbus A321 aircraft” in exhibit B in part B of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and exhibit B of the Assigned A321 Purchase Agreement, shall be deleted in its entirety and replaced with “Airbus [A320][A321]ceo aircraft.” |
| 3.21 | On and from the Effective Date, the reference to“A321-200” in exhibit C in part B of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and exhibit C of the Assigned A321 Purchase Agreement, shall be deleted in its entirety and replaced with“[A321][A320]-200” and the reference to“CFM56-5B3/3” shall be deleted in its entirety and replaced with“CFM56-5B3/3B1][CFM56-5B4/3”. |
| 3.22 | On and from the Effective Date, the table in exhibit D in part B of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and exhibit D of the Assigned A321 Purchase Agreement, shall be amended and restated as per Schedule 3 attached hereto. |
| 3.23 | On and from the Effective Date, appendix I in part B of schedule 4 (FormofReplacementPurchaseAgreement) of theStep-In Agreement and appendix I of the Assigned A321 Purchase Agreement, shall be amended and restated as per Schedule 4 attached hereto. |
| 3.24 | On and from the Effective Date, in appendix A (PDPLoanAgreementExtracts) of theStep-In Agreement, the following definitions shall be amended and restated or incorporated into theStep-In Agreement (as the case may be) as follows: |
“”AdministrationAgreement” means the administration agreement between the Borrower and the Agent dated as of December 18, 2014, together with the administrator fee letter dated as of December 18, 2014, to which,interalia, Frontier Airlines is a party.
“Advance” means each Purchase Price Installment paid or payable by or on behalf of the Borrower in respect of each Aircraft in accordance with the terms of the Assigned Purchase Agreement which, for each Purchase Price Installment due on or after the Original Signing Date, is in the amount and payable on the date specified in Schedule III to the Credit Agreement.
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
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“AmendmentNo. 1” means that certain letter agreement to thestep-in agreement and the assigned A321 purchase agreement dated May 11, 2015 and entered into between the Borrower, Frontier Airlines, Airbus and the Security Trustee.
“AmendmentNo. 2” means that certain amendment agreement tostep-in agreement and the assigned purchase agreements dated August 11, 2015 and entered into between the Borrower, Airbus and the Security Trustee.
“CreditAgreement” means that certain Amended and Restated Credit Agreement dated as of August 11, 2015, between the Borrower, the Lenders, the Facility Agent and the Security Trustee, as amended and supplemented from time to time.
“Guarantee” means each Amended and Restated Guarantee dated as of the Effective Date and entered into by a Guarantor in favor of the Security Trustee on account of the obligations of the Borrower.
“InterestPeriod” means, in respect of a Loan (a) initially, the period commencing on the Original Signing Date or on the date that such Loan is made and ending on the first Interest Payment Date occurring thereafter, and (b) thereafter, the period commencing on the last day of the previous Interest Period and ending on the next Interest Payment Date or, if earlier, the first to occur of the Delivery Date of the Aircraft funded by such Loan and the Termination Date.
“Mortgage” means the Amended and Restated Mortgage and Security Agreement dated as of the Effective Date, between the Borrower, the Facility Agent and the Security Trustee.
“OriginalSigningDate” means December 23, 2014.
“ServicingAgreement” means the Amended and Restated Servicing Agreement dated as of the Effective Date, between the Borrower and Frontier Airlines.
“ShareCharge” means the Share Charge dated the Original Signing Date, among the Parent and the Security Trustee, as confirmed by a deed of confirmation dated August 11, 2015.
“Step-InAgreement” means theStep-In Agreement dated 23 December 2014, among the Borrower, as assignor, the Security Trustee, as assignee, and Airbus in the form specified in Exhibit C to the Credit Agreement, as amended by Amendment No. 1 and as further amended by Amendment No. 2.
“SubordinatedLoanAgreement” means the Subordinated Loan Agreement, dated as of the Original Signing Date, between Frontier Airlines and the Borrower and the Subordinated Promissory Note dated the Effective Date, issued by the Borrower thereunder.
“TerminationDate” means December 31, 2017.
| 3.25 | On and from the Effective Date, in clause 0.1 of the Assigned A320 Purchase Agreement, the following definition shall be amended and restated as follows: |
AssignmentandAssumptionAgreement means the assignment and assumption agreement dated 23 December 2014 made between Frontier, the Buyer and the Seller in relation to the Frontier A320 PA and the Aircraft, as amended by that certain letter agreement to thestep-in agreement and the assigned A321 purchase agreement dated 11 May 2015 and as further amended by that certain amendment agreement to assignment and assumption agreement dated 11 August 2015.
| 3.26 | On and from the Effective Date, in clause 0.1 of the Assigned A321 Purchase Agreement, the following definition shall be amended and restated as follows: |
AssignmentandAssumptionAgreement means the assignment and assumption agreement dated 23 December 2014 made between Frontier, the Buyer and the Seller in relation to the Frontier A321 PA and the Aircraft, as amended by that certain letter agreement to thestep-in agreement and the assigned A321 purchase agreement dated 11 May 2015 and as further amended by that certain amendment agreement to assignment and assumption agreement dated 11 August 2015.
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| 4.1 | Each party repeats its representations and warranties under theStep-In Agreement on the date hereof. |
| 4.2 | The provisions of clause 13 (Notices) to (and including) clause 21 (CapeTownConvention) of theStep-In Agreement shall apply to this Agreement as if set out herein in full,mutatismutandis. |
| 4.3 | TheStep-In Agreement shall be deemed to be supplemented and amended by this Agreement to the extent herein provided with all other provisions thereof remaining unchanged, and as so supplemented and amended shall continue in full force and effect. |
| 4.4 | In the event of any inconsistency between the terms and conditions of theStep-In Agreement and the present Agreement, the latter shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force. |
| 5 | GOVERNING LAW AND JURISDICTION |
| 5.1 | This Agreement is governed by English law. |
| 5.2 | The provisions of clause 22 (GoverningLawandJurisdiction) and the provisions of clause 23 (ServiceofProcess) of theStep-In Agreement shall apply to this Agreement as if set out herein in full,mutatismutandis |
INWITNESS whereof each of the Parties has executed this Agreement as a deed the day and year first before written.
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| | | | | | | | |
| The Buyer | | | | | | |
| | | |
| Executed as a Deed by | | ) | | | | |
| Vertical Horizons, ltd. | | ) | | | | |
| | | | ) | | | | |
| and signed by Otelia Scott | | ) | | /s/ Otelia Scott | | |
| | | | ) | | | | |
| being a person/persons who in accordance with the | | ) | | | | |
| laws of the Cayman Islands is/are acting under the | | ) | | | | |
| authority of the company | | ) | | | | |
| | | | | | | | |
| | | | |
| In the presence of: | | /s/ Owen Dinnall | | | | | | |
| | | | | | | | |
| | | |
| Name: Owen Dinnall | | | | | | |
| | | | |
| Address: | | 190 Elgin Avenue,George Town | | | | | | |
| | | | |
| | Grand CaymanKY1-9005 | | | | | | |
| | | | |
| | Cayman Islands | | | | | | |
Amendment Agreement to Step-In Agreement and the Assigned Purchase Agreements Signature Page (Citi/Frontier Aiflines)
| | | | | | | | | | |
| Security Trustee | | | | | | | | |
| | | | |
| Executed as a Deed by | | | | ) | | | | |
| Bank of Utah not in its individual capacity but | | | | ) | | | | |
| solely as Security Trustee | | | | ) | | | | |
| | | | | | ) | | | | |
| and signed by | | Michael Hogan | | | | ) | | /s/ Michael Hogan | | |
| | Vice President | | | | ) | | | | |
| being a person/persons who in accordance with the | | | | ) | | | | |
| laws of State of Utah is/are acting under the | | | | ) | | | | |
| authority of the company | | | | ) | | | | |
| | | | | |
| In the presence of: | | /s/ C. Gardiner | | | | | | | | |
| | | | | |
| Name: | | Caise Gardiner | | | | | | | | |
| | | | | |
| Address: | | 200 E. South Temple, Suite 210 | | | | | | | | |
| | Salt Lake City, UT 84111 | | | | | | | | |
Amendment Agreement to Step-In Agreement and the Assigned Purchase Agreements Signature Page (Citi/Frontier Aiflines)
| | | | | | | | |
| Airbus | | | | ) | | | | |
| | | | ) | | | | |
| Executed as a Deed by | | | | ) | | | | |
| Airbus S.A.S. | | Christophe Mourey | | ) | | /s/ Christophe Mourey | | |
| | Senior Vice President Contracts | | ) | | | | |
| and signed by | | | | ) | | | | |
| | | | ) | | | | |
| | | | ) | | | | |
| | |
being a person/persons who in accordance with the laws of France is/are acting under the authority of the company |
| |
| in the presence of: | | /s/ [Authorized Signatory] |
|
| Name: [Authorized Signatory] |
| |
| Address: | | 1rond-point Maurice Bellonte |
| | 31707 Blagnac Cedex |
| | France |
Amendment Agreement to Step-In Agreement and the Assigned Purchase Agreements Signature Page (Citi/Frontier Aiflines)
Schedule 1Pre-Delivery Payments, Scheduled Delivery Months
Part A – A320 ceo Aircraft
*****
Part B – A320 neo Aircraft
*****
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
14
Schedule 2 A320 AircraftPre-Delivery Payments
EXHIBIT D
A320 AIRCRAFT PREDELIVERY PAYMENTS, SCHEDULED DELIVERY MONTHS
*****
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
15
Schedule 3 A321 Aircraft and A320ceo AircraftPre-Delivery Payments
EXHIBIT D
A321 AIRCRAFT AND A320ceo AIRCRAFT PREDELIVERY PAYMENTS, SCHEDULED DELIVERY MONTHS
*****
| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
16
Schedule 4 Specification Change Notice
APPENDIX 1
SPECIFICATION CHANGE NOTICE
For A321 Aircraft
| | |
Based onA321-200 ***** |
ATA | | Description |
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| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
17
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| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
18
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| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
19
For A320ceo Aircraft
A320-200 CEO
Standard Specification Reference *****
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EPAC TDU | | Title |
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| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
20
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| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
21
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| ***** | Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. |
22
