Frontier Group Holdings, Inc. [●] Shares Common Stock ($0.001 par value per share) Form of Underwriting AgreementUnderwriting Agreement • June 12th, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
FRONTIER GROUP HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 8th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Frontier Group Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). [This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.]
LOAN AND GUARANTEE AGREEMENT dated as of September 28, 2020 among FRONTIER AIRLINES, INC., as Borrower, the Guarantors party hereto from time to time, THE UNITED STATES DEPARTMENT OF THE TREASURY, and THE BANK OF NEW YORK MELLON, as Administrative...Loan and Guarantee Agreement • February 26th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
LOAN AND GUARANTEE AGREEMENT dated as of September 28, 2020 (this “Agreement”), among FRONTIER AIRLINES, INC., a corporation organized under the laws of Colorado (the “Borrower”), FRONTIER GROUP HOLDINGS, INC., a corporation organized under the laws of Delaware (the “Parent”), the Guarantors party hereto from time to time, the UNITED STATES DEPARTMENT OF THE TREASURY (“Treasury”) and THE BANK OF NEW YORK MELLON as Administrative Agent and Collateral Agent.
WARRANT AGREEMENTWarrant Agreement • May 13th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
PAYROLL SUPPORT PROGRAM 3 AGREEMENTPayroll Support Program Agreement • May 13th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
Recipient: Frontier Airlines, Inc.4545 Airport Way Denver, CO 80239 PSP Participant Number: PSA 2004031458Employer Identification Number: 84-1256945DUNS Number: 831153622 Additional Recipients: N/A Amount of Initial Payroll Support Payment: $75,121,118.24 The Department of the Treasury (Treasury) hereby provides Payroll Support (as defined herein) under section 7301 of the American Rescue Plan Act of 2021. The Signatory Entity named above, on behalf of itself and its Affiliates (as defined herein), agrees to comply with this Agreement and applicable Federal law as a condition of receiving Payroll Support. The Signatory Entity and its undersigned authorized representatives acknowledge that a materially false, fictitious, or fraudulent statement (or concealment or omission of a material fact) in connection with this Agreement may result in administrative remedies as well as civil and/or criminal penalties. The undersigned hereby agree to the attached Payroll Support Program 3 Agreement.
PAYROLL SUPPORT PROGRAM EXTENSION AGREEMENTPayroll Support Program Extension Agreement • March 8th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
This Payroll Support Program Extension Agreement, including the application and all supporting documents submitted by the Recipient and the Payroll Support Program Extension Certification attached hereto (collectively, Agreement), memorializes the binding terms and conditions applicable to the Recipient.
FALCON ACQUISITION GROUP, INC. STOCK PURCHASE RIGHT GRANT NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Stock Purchase Agreement • March 8th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Delaware
Pursuant to its 2014 Equity Incentive Plan (the “Plan”), Falcon Acquisition Group, Inc., a Delaware corporation (the “Company”), hereby grants to the Purchaser listed below (“Purchaser”), the right to purchase the number of shares of the Company’s Common Stock set forth below (the “Shares”) at the purchase price set forth below (the “Stock Purchase Right”). This Stock Purchase Right is subject to all of the terms and conditions set forth herein, in the Plan and in the certain Restricted Stock Purchase Agreement attached hereto as Exhibit A (the “Restricted Stock Purchase Agreement”), each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Purchase Right Grant Notice (the “Grant Notice”) and the Restricted Stock Purchase Agreement.
24006704137-v2 - 3- 80-40605773 simultaneously with pursuing its various rights referred to in the Credit Agreement and the other Operative Documents, as the Security Trustee, the Facility Agent and/or such Lender may determine. (b) The Guarantor...Guarantee • October 26th, 2023 • Frontier Group Holdings, Inc. • Air transportation, scheduled
Amended and Restated Employment AgreementEmployment Agreement • February 26th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Colorado
This Amended and Restated Employment Agreement (the “Agreement”) is made by and between Frontier Airlines, Inc., a Colorado corporation (“Frontier”), and James Dempsey (“Executive” and, together with Frontier, the “Parties”) effective as of April 13, 2017. This Agreement amends and restates the Employment Agreement entered into between the Parties effective as of March 12, 2014 (the “Prior Agreement”) supersedes in their entirety the Prior Agreement, that certain Consulting Agreement between the Parties dated March 12, 2014 (the “Consulting Agreement”) and any other agreement to which the Company is a party with respect to Executive’s employment or other service relationship with the Company.
2- IAE PROPRIETARY – Subject to the restrictions on the first page. US- DOCS\146846845.3 WHEREAS, it is a condition precedent to each Lender’s funding of Loans in respect of the Subject Aircraft under the Credit Agreement to the Borrower that, among...Iae Engine Benefits Agreement • February 20th, 2024 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
Frontier Group Holdings, Inc. [•] Shares Common Stock ($0.001 par value per share) Form of Underwriting AgreementUnderwriting Agreement • March 23rd, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
Yours very truly, Citigroup Global Markets Inc. Barclays Capital Inc. Deutsche Bank Securities Inc. Morgan Stanley & Co. LLC Evercore Group L.L.C.
GENERAL TERMS AGREEMENT NO. 6-13616General Terms Agreement • March 8th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
AMENDED AND RESTATED SIGNATORY AGREEMENT (U.S. Transactions)Signatory Agreement • February 26th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Minnesota
This Amended and Restated Signatory Agreement (this “Signatory Agreement”), dated as of November 5, 2013, is by and among Frontier Airlines Holdings Inc., a company organized under the laws of the State of Delaware (hereafter “Holdings”), Frontier Airlines, Inc., a company organized under the laws of the State of Colorado (“Frontier” and together with Holdings, “Carrier”), and U.S. Bank National Association, a national banking association, (“Member”). Carrier and Member shall be collectively referred to as the “Parties” and individually each a “Party”. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the MTOS, as defined in Section 1 below.
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN FRONTIER GROUP HOLDINGS, INC. AND INDIGO FRONTIER HOLDINGS COMPANY, LLC APRIL 6, 2021Registration Rights Agreement • April 6th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of April 6, 2021, by and among Frontier Group Holdings, Inc., a Delaware corporation (the “Company”), Indigo Frontier Holdings Company, LLC, a Delaware limited liability company (the “Sponsor”), and such other persons, if any, that from time to time become parties hereto pursuant to the terms hereof or who join this Agreement pursuant to a Joinder Agreement substantially in the form of Exhibit A (together, with the Sponsor, the “Stockholders”). This agreement shall become effective immediately prior to the consummation of the Initial Public Offering (such date, the “Effective Date”). Unless otherwise noted herein, capitalized terms used herein shall have the meanings set forth in Section 5.
AIRBUS A320 FAMILY AIRCRAFT PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. as Seller AND REPUBLIC AIRWAYS HOLDINGS INC. as BuyerPurchase Agreement • March 8th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
Said Base Price has been established in accordance with the delivery conditions prevailing in ***** and has been calculated from the reference price indicated by CFM International and set forth in Part 2 of Exhibit C.
FIRST OMNIBUS AMENDMENT TO SIGNATORY AGREEMENTSSignatory Agreement • March 8th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Minnesota
THIS FIRST OMNIBUS AMENDMENT TO SIGNATORY AGREEMENTS (this “Amendment”) is entered into as of March 1, 2016, by and among Frontier Airlines Holdings, Inc. (hereafter “Holdings”), Frontier Airlines, Inc. (“Frontier” and together with Holdings, “Carrier”), U.S. Bank National Association, (“U.S. Bank”), U.S. Bank National Association acting through its Canadian branch (“U.S. Bank Canada”), and Elavon Canada Company (“Elavon Canada).
CONFIDENTIAL FRONTIER AIRLINES — JUNE 2014 NAVITAIRE HOSTED SERVICES AGREEMENTHosted Services Agreement • March 8th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
This Hosted Services Agreement (the “Agreement”) is made between Navitaire LLC, a Delaware limited liability company (“NAVITAIRE”) and Frontier Airlines, Inc., a Colorado corporation, (“Customer”), and shall be effective as of June 20, 2014 (“Effective Date”).
AMENDED AND RESTATED PHANTOM EQUITY INVESTMENT AGREEMENTPhantom Equity Investment Agreement • February 26th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Delaware
This Amended and Restated Phantom Equity Investment Agreement (this “Agreement”) is made as of December 3, 2013, by and among (a) Frontier Airlines, Inc., a Colorado corporation (the “Company”), (b) Falcon Acquisition Group, Inc., a Delaware corporation (“Falcon”), and (c) FAPAInvest, LLC, a Colorado limited liability company (“FAPAInvest”), acting as agent for and on behalf of those persons employed as of June 24, 2011 (the “Agreement Date”) as pilots by the Company (such persons, collectively, the “Participating Pilots”).
Dated 16 December 2016 AMENDMENT AGREEMENT NO. 3 TO STEP-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...Amendment Agreement No. 3 to Step-in Agreement and the Assigned Purchase Agreements • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled
THIS AMENDMENT AGREEMENT NO. 3 TO STEP-IN AGREEMENT AND THE ASSIGNED PURCHASE AGREEMENTS (the “Agreement”) is made on 16 December 2016
AIRBUS A321 AIRCRAFT PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S as Seller AND FRONTIER AIRLINES, INC. as BuyerPurchase Agreement • February 26th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
Said Base Price has been established in accordance with the delivery conditions prevailing in ***** and has been calculated from the reference price indicated by CFM International and set forth in Part 2 of Exhibit C.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of September 13, 2013, by and between Frontier Airlines, Inc., a Colorado corporation (the “Company”), and Daniel Shurz (the “Executive”). This Amendment shall become effective as a valid and binding contract as of the date first above written, provided that the operative provisions hereof shall not become effective until the Closing (as defined in that certain Stock Purchase Agreement dated as of even date herewith, by and between Republic Airways Holdings, Inc. and Frontier Airlines Group, Inc. (the “Stock Purchase Agreement.” the transactions contemplated by the Stock Purchase Agreement, the “Acquisition”, and the date of such Closing being hereinafter referred to as the “Effective Date”)). In the event that the Stock Purchase Agreement is terminated or the Acquisition contemplated by the Stock Purchase Agreement is abandoned, this Agreement shall be null and void ab initio and shall have no force
LETTER AGREEMENT NO. 1 Frontier Airlines, Inc. 12015 East 46th Avenue Suite 200 Denver, CO 80239-3116 Gentlemen:General Terms Agreement • May 26th, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled
CFM International, Inc. (“CFMI”) and Frontier Airlines, Inc. (“Airline”) have entered into General Terms Agreement No. 6-13616 dated June 30, 2000 (the “Agreement”). The Agreement contains applicable terms and conditions governing the sale by CFMI and the purchase by Airline from CFMI of CFM56 series Engines, Modules and Optional Equipment in support of Airline’s acquisition of new aircraft.
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • February 26th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Delaware
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”), dated as of December 3, 2013 and effective as of the Closing Date (as hereinafter used, as such term is defined in that certain Stock Purchase Agreement, dated as of September 30, 2013, by and between Republic Airways Holdings Inc., a Delaware corporation (“Seller”), and Falcon Acquisition Group, Inc., a Delaware corporation (“Buyer”) (as amended from time to time, the “Purchase Agreement”)), is made by and among Indigo Partners LLC, a Nevada limited liability company (the “Consultant”), Frontier Airlines Holdings, Inc., a Delaware corporation (“Frontier Holdings”), and Frontier Airlines, Inc., a Colorado corporation (the “Airline,” and together with Frontier Holdings, the “Company”).
Fourth Amendment to the Frontier Airlines, Inc. Co-Branded Credit Card AgreementCo-Branded Credit Card Agreement • May 26th, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Delaware
This Fourth Amendment to the Frontier Airlines, Inc. Affinity Credit Card Agreement, made this 8th day of May 2007 by and between Barclays Bank Delaware, formerly known as Juniper Bank (“Barclays”) and Frontier Airlines, Inc. (Frontier) further amends the Frontier Airlines, Inc. Credit Card Agreement between the parties dated March 12, 2003. This agreement, as amended by the letter agreement and amendments described below in the Recitals, shall be referred to as the “Agreement”.
VEDDER PRICE VEDDER PRICE LLPGuarantee • March 8th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled
LOGO] June 6, 2009 AMENDMENT NO. 1 TO GTA 6-13616 Frontier Airlines, Inc. Frontier Center One 7001 Tower Road Denver CO 80249-7312 CFM International, Inc. (“CFM”) and Frontier Airlines, Inc. (“Airline”) have entered into General Terms Agreement No....General Terms Agreement • February 26th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled
FALCON ACQUISITION GROUP, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • February 26th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Delaware
Falcon Acquisition Group, Inc. (the “Company”), pursuant to its 2014 Equity Incentive Plan (the “Plan”), hereby grants to the participant set forth below (“Participant”), an Option to purchase the number of shares of the Company’s Common Stock (referred to herein as “Shares”) set forth below. This Option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice and the Stock Option Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 8th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of December 3, 2013, by and between Falcon Acquisition Group, Inc., a Delaware corporation (the “Company”), and Indigo Frontier Holdings Company, LLC, a Delaware limited liability company (the “Purchaser”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).Purchase Terms Agreement • February 26th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Dated as of December 16, 2016 AMENDMENT AGREEMENT NO. 3 TO ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN VERTICAL HORIZONS, LTD. as Buyer - and – FRONTIER AIRLINES, INC. as Customer - and - AIRBUS S.A.S. as Airbus relating to the PDP financing of...Amendment Agreement No. 3 to Assignment and Assumption Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).A321xlr Performance Guarantees Agreement • March 8th, 2021 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
LETTER AGREEMENT NO. 7Letter Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Colorado
FRONTIER AIRLINES, INC. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A321 Aircraft Purchase Agreement dated of even date herewith (the “Agreement”) which covers, among other matters, the sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 7 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
Sixth Amendment to the Frontier Airlines, Inc. Co-Branded Credit Card AgreementCo-Branded Credit Card Agreement • May 26th, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Delaware
This Sixth Amendment to the Frontier Airlines, Inc. Affinity Credit Card Agreement, made this 9th day of September 2009 by and between Barclays Bank Delaware, formerly known as Juniper Bank (“Barclays”) and Frontier Airlines, Inc. (“Frontier”) further amends the Frontier Airlines, Inc. Credit Card Agreement between the parties dated March 12, 2003. This agreement, as amended by the letter agreement and amendments described below in the Recitals, shall be referred to as the “Agreement”.
FRONTIER AIRLINES, INC. CREDIT CARD AFFINITY AGREEMENTCredit Card Affinity Agreement • May 26th, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Delaware
THIS AGREEMENT is made on the 12th day of March, 2003, by and between Frontier Airlines, Inc., a Colorado corporation, having its principal office at 7001 Tower Road, Denver, CO 80249 (“FRONTIER”) and JUNIPER BANK, a Delaware Corporation, having its principal offices at 100 South West St., Wilmington, Delaware 19801 (“JUNIPER”).
Agreement on Technical Services for A320 Family AircraftTechnical Services Agreement • May 26th, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
This Agreement is made and entered into as of this 5 Day of November 2014, between Frontier Airlines, Inc. a company incorporated under the laws of Colorado having its principal offices at 7001 Tower Road, Denver, Colorado, USA (hereinafter referred to as “Frontier” and Lufthansa Technik AG, a company incorporated under the Laws of the Federal Republic of Germany, having its registered offices at Weg beim Jäger 193, 22335 Hamburg, Germany (hereinafter referred to as “LHT” or “Lufthansa Technik”)
