List of Engines. The Delivery Schedule set forth in Exhibit E to the FHA is hereby amended to include the Spirit Used Aircraft appearing on Schedule 1 hereto. This Side Letter No. 3 amends and forms an integral part of the FHA. Except as expressly amended by this Side Letter No. 3, all provisions of the FHA remain in full force and effect. Yours faithfully, Agreed to and accepted for and on behalf of: For IAE International Aero Engines AG Spirit Airlines, Inc. By: /s/ illegible By: /s/ Xxxx Xxxxxxxx Title: Title: EVP & CFO ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE SCHEDULE 1 ADDITION TO EXHIBIT E TO THE FHA SL3 AIRCRAFT ENTRY INTO SERVICE DATES UNDER THE FHA SL3 Aircraft A/C MODEL EIS UNDER FHA MSN TAIL ENGINE 1 ENGINE 2 ***** ***** ***** ***** ***** ***** ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. THIS DOCUMENT CONTAINS INFORMATION PROPRIETARY TO IAE June , 2006 Xx. Xxxxxx Xxxxxxxxxx Vice President of Procurement and Logistics Spirit Airlines, Inc. 0000 Xxxxxxxxx Xxx Xxxxxxx, XX 00000 Subject: Side Letter No. 4 to the V2500-A5 Fleet Hour Agreement between IAE International Aero Engines AG and Spirit Airlines, Inc. dated April 11, 2005 Dear Xx. Xxxxxxxxxx: We refer to the Fleet Hour Agreement dated April 11, 2005 between IAE International Aero Engines AG (“IAE”) and Spirit Airlines, Inc. (“Spirit”), as amended from time to time, such contract being hereinafter referred to as the “FHA.” Unless expressly stated to the contrary, and to the extent possible, capitalized terms used in this Side Letter No. 4 shall have the same meaning given to them in the FHA. This Side Letter No. 4 sets forth the terms by which IAE will agree to Spirit’s deferral of certain FHA payments, as detailed below.

List of Engines. A printed list of the Engines transferred by the Seller to the Issuer and certified by an Authorized Signatory, which includes a true and complete list of all Engines to be conveyed on any Transfer Date. The List of Engines delivered on the initial Transfer Date (attached hereto as Exhibit A) will include the following information for each such Engine as of the initial Transfer Date: (i) its Manufacturer’s serial number, (ii) the Model of Engine, (iii) the manufacturer of the Engine, (iv) if on-hire, the lessee to whom such Engine is leased and the related Lease Agreement; (v) if off-hire, the location of the Engine and (vi) identification of the Series to which such Engine is pledged. Supplements to the List of Engines will be attached to the Engine or Beneficial Interest Transfer Certificate, and will contain the Manufacturer’s serial number for each Engine and identification of the Series to which such Engine is pledged. As of the date of this Agreement, the List of Engines is as set forth on Exhibit A hereto.

Related to List of Engines

LIST OF EXHIBITS List below all exhibits filed as part of this Statement of Eligibility and Qualification.
LIST OF SCHEDULES Schedule 1.01(a) Assigned Contracts Schedule 1.01(b) Business Employees Schedule 1.01(c) General Account Reserves Computation as of 3/31/02 Schedule l.0l(d) Insurance Contracts Forms Schedule 1.01(e) Purchase Price - Accounting and Actuarial Methods Schedule l.0l(f) Transferred Assets Schedule 1.01 (g) VFL Separate Accounts Schedule 2.03 (b) Closing Date Statement Schedule 3.03 Conflicts - Seller Schedule 3.04 Consents and Approvals - Seller Schedule 3.05 Actions Pending - Seller Schedule 3.06 Liens Schedule 3.09 Exceptions to Permits Schedule 3.10(a) Contracts Relating to the Business Schedule 3.11 Compliance Exceptions Schedule 3.13(a) Intellectual Property Used Primarily in the Business Schedule 3.13(b) Intellectual Property Licensed to VFL Schedule 3.13(c) Intellectual Property Licensed to Third Parties Schedule 3.13(d) Exceptions to Purchaser's Ownership and Right to Use Intellectual Property Schedule 3.14(a) Owned Computer Programs Schedule 3.14(b) Shrink Wrap Computer Programs Schedule 3.14(c) Exceptions to Purchaser's Right to Use Computer Programs Schedule 3.17 Reinsurance Ceded Schedule 3.19 Absence of Certain Changes Schedule 3.21(a) Commission Brokers Schedule 3.21(b) Brokerage Agreements Schedule 3.24 Participation, Distribution and Service Related Agreements Schedule 4.03 Conflicts - Purchaser Schedule 4.04 Consents and Approvals - Purchaser Schedule 4.05 Actions Pending - Purchaser Schedule 4.10 Permits, Licenses and Franchises Schedule 5.07(c) Data File Deliveries Schedule 5.12(a) GAAP Financial Highlights Schedule 8.0l(c) Participation, Distribution and Service Related Agreement Amendments Schedule 8.03(a) Use of Names WO 110546.10 TRANSFER AGREEMENT THIS TRANSFER AGREETMENT, dated as of June 21,2002 (this "Agreement"), has been made and entered into by and among Valley Forge Life Insurance Company, a Pennsylvania life insurance company ("VFL"), and PHL Variable Insurance Company, a Connecticut life insurance company ("Purchaser").
Aircraft Information Table Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments and their schedules.
List of Contracts The information set forth in the List of Contracts is true, complete and correct in all material respects as of the Cutoff Date.
Buyer Furnished Equipment 14.3.2.1 The Seller shall introduce data related to Buyer Furnished Equipment, for equipment that is installed on the Aircraft by the Seller (hereinafter “BFE Data”) into the customized Technical Data, at no additional charge to the Buyer for the initial issue of the Technical Data provided at first Aircraft Delivery, provided such BFE Data is provided in accordance with the conditions set forth in Clauses 14.3.2.2 through 14.3.2.6.
Aircraft Description The Option Aircraft are described by Boeing Detail Specification D6-38808, Revision E, dated September 15, 1995, as amended and revised pursuant to the Agreement.
AIRCRAFT CONFIGURATION The guarantees defined in Paragraphs 2 and 3 below (the “Guarantees”) are applicable to the A321 Aircraft as described in the A321 Standard Specification ***** as amended by the following SCNs:
CONTRACT CLAUSES SECTION I -
Data Retention The Company will hold and use the Data only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and security laws.
LIST OF DEFINED TERMS A— Acquisition Proposal 36 Affiliates 6 Agreement 1, 52 Agreement Date 1 Alternative Acquisition Agreement 36 Alternative Financing 41 Antitrust Laws 39 Assignee 48 —B— Balance Sheet Date 18 Bank 40 Benefit Plans 19 Book Entry Shares 11 Business Day 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 Closing 9 Closing Date 9 Company 1 Company Board 1 Company Board Recommendation 1 Company Bylaws 15 Company Charter 15 Company Common Stock 1 Company Disclosure Documents 16 Company Disclosure Schedule 15 Company Equity Plans 14 Company Material Adverse Effect 15 Company Restricted Stock 14 Company RSUs 14 Company SEC Reports 17 Company Stock Option 14 Company Stockholder Approval 27 Company Stockholders 1 Company’s Knowledge 19 Confidentiality Agreement 34 Consideration Fund 11 Continuing Director 6 Continuing Employees 37 Contract 17 —D— Debt Financing Letter 30 Delisting Period 42 DGCL 8 Dissenting Shares 13 —E— Effective Time 9 End Date 43 Environmental Laws 25 ERISA 19 ESPP 14 Exchange Act 2 Expiration Date 3 —F— FDCA 26 Financing 30 Financing Sources 47 Fully Diluted Basis 2 —G— GAAP 17 Good Manufacturing Practices 26 XXX Xxx 00 —I— Indemnified Parties 38 Initial Expiration Date 3 Insured Parties 38 Intellectual Property 22 IRS 20 —K— Knowledge of the Company 19 Knowledge of the Parent 31 —L— Law 2 License-In Contracts 22 License-Out Contracts 22 Loan Agreement 40 —M— Material Contract 18 Maximum Premium 38 MDD 26 Medical Device 26 Merger 1 Merger Consideration 11 Minimum Condition 2 —N— Notice Period 36 —O— Offer 1 Offer Documents 4 Offer Price 1 Offer to Purchase 2 Offering 14 Option Amount 13 Order 22 —P— Parent 1 Parent Disclosure Schedule 28 Parent Material Adverse Effect 28 Parent’s Knowledge 31 Paying Agent 11 Permits 21 Person 12 Post-Closing SEC Reports 42 Prohibited Payment 21 Proxy Statement 10 Purchaser 1 —Q— Qualifying Transaction 45 —R— Real Property 24 Representatives 33 —S— Schedule 14D-9 5 Schedule TO 4 SEC 3 Section 409A 20 Securities Act 8 Securities Exchange Rule 3 Share Acceptance Time 2 Shares 1 Short Form Threshold 10 Special Meeting 10 Subsequent Offering Period 3 Subsidiary 16 Superior Proposal 36 Surviving Corpo 8 —T— Tax 24 Taxes 23, 24 Taxing Authorities 23 Tender and Voting Agreements 1 Termination Fee 45 Top-Up Option 7 Top-Up Option Shares 7 Transactions 1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 1, 2010 (the “Agreement Date”), is by and among ev3 Inc., a Delaware corporation (the “Company”), Covidien Group S.a.r.l., a Luxembourg company (the “Parent”), and COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”).

List of Engines Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to List of Engines