AMENDMENT NO. 8 to A320 Family Aircraft Purchase Agreement dated as of September 30, 2011 between AIRBUS S.A.S. and FRONTIER AIRLINES, INC.
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).
Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
Exhibit 10.16(x)
AMENDMENT NO. 8
to
A320 Family Aircraft Purchase Agreement
dated as of September 30, 2011
between
AIRBUS S.A.S.
and
FRONTIER AIRLINES, INC.
This Amendment No. 8 (hereinafter referred to as this “Amendment”) is entered into as of March 16, 2020 between Airbus S.A.S. a société par actions simplifiée, created and existing under the laws of the Republic of France, having its registered office at 0 Xxxx-Xxxxx Xxxxx Xxxxxxxxx, 00000 Xxxxxxx, Xxxxxx and registered with Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”) and Frontier Airlines, Inc., a corporation organized and existing under the laws of the State of Colorado, United States of America, having its principal corporate offices located at 0000 Xxxxxxx Xxx, Xxxxxx, Xxxxxxxx 00000 XXX, (the “Buyer” and, together with the Seller, the “Parties”).
WHEREAS, the Buyer and the Seller entered into that certain A320 Family Aircraft Purchase Agreement dated as of September 30, 2011 (as amended, supplemented and modified from time to time prior to the date hereof, the “Agreement”).
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WHEREAS, the Parties wish to amend the Agreement as set forth below.
NOW THEREFORE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, IT IS AGREED AS FOLLOWS:
Capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. Except as used within quoted text, the terms “herein”, “hereof”, and “hereunder” and words of similar import refer to this Amendment.
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PRIVILEDGED AND CONFIDENTIAL
| 1. | [***] |
| 1.1 | Without prejudice to the Agreement and subject to Paragraph 3 below, in respect of the [***] |
| 1.2 | The following Aircraft shall be [***]: |
| Aircraft Type | Contractual Rank |
CAC ID | Scheduled Delivery Month |
Anticipated Actual Delivery | ||||
| [***] | [***] | [***] | [***] | [***] |
| 1.3 | With respect to the [***] |
| 1.4 | [***] |
| 2. | DELIVERIES |
| 2.1 | Aircraft [***] |
| (a) | The Scheduled Delivery Month of [***] Aircraft shall be amended as follows: |
| Aircraft Type | Contractual Rank |
CAC ID | Original Scheduled Delivery Month |
New Scheduled Delivery Month | ||||
| [***] | [***] | [***] | [***] | [***] | ||||
| [***] | [***] | [***] | [***] | [***] |
| (b) | The delivery schedule table set forth in Clause 9.1 of the Agreement is deleted in its entirety and replaced with the delivery schedule table attached hereto as Appendix A. |
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PRIVILEDGED AND CONFIDENTIAL
| 3. | [***] |
It is expressly understood and agreed by the Parties, as a condition hereof, that
(a)
| (i) | [***], |
| (ii) | [***], and |
| (iii) | [***], |
[***]; and
| (b) | [***] |
| 4. | EFFECT OF THE AMENDMENT |
The Agreement will be deemed amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment contains the entire agreement between the Buyer and the Seller with respect to the subject matter hereof and supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment.
Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and will be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.
This Amendment terminates at midnight (Mountain Daylight Time) on March 16 2020 [***]
| 5. | CONFIDENTIALITY |
This Amendment is subject to the confidentiality provisions set forth in Clause 22.11 of the Agreement.
| 6. | ASSIGNMENT |
Notwithstanding any other provision of this Amendment or of the Agreement, this Amendment will not be assigned or transferred in any manner without the prior written consent of the other party, and any attempted assignment or transfer in contravention of the provisions of this Clause 6 will be void and of no force or effect.
| 7. | COUNTERPARTS |
This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
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PRIVILEDGED AND CONFIDENTIAL
| 8. | INTERPRETATION AND LAW |
This Amendment is subject to the Interpretation and Law provisions set forth in Clause 22.6 of the Agreement.
[SIGNATURE PAGE FOLLOWS]
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PRIVILEDGED AND CONFIDENTIAL
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment by their respective officers or agents as of the date first above written.
| Airbus S.A.S. | ||
| By: | /s/ Xxxxxx de Saint-Exupéry | |
| Name: Xxxxxx de Saint-Exupéry | ||
| Title: Senior Vice President, Contracts | ||
| Frontier Airlines, Inc. | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Chief Financial Officer | ||
PRIVILEDGED AND CONFIDENTIAL
Appendix A to Amendment No. 8
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| Appendix B to Amendment No. 8 |
CONFIDENTIAL |
LETTER AGREEMENT
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| Appendix B to Amendment No. 8 |
CONFIDENTIAL |
APPENDIX 1
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For
2020 Aircraft
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