Amendment No. 14
[***] 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 10.2
Amendment No. 14
This Amendment No. 14 (this “Amendment”) is entered into as of March 31, 2023, between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of France, having its registered office located at 0, Xxxx-Xxxxx Xxxxx Xxxxxxxxx, 00000 Xxxxxxx, Xxxxxx (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”).
WITNESSETH
WHEREAS, the Buyer and the Seller entered into an 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”);
WHEREAS, Seller has notified the Buyer [***] of delays impacting the delivery month of certain Aircraft (the “Delay Notices”); and
WHEREAS, the Buyer and the Seller wish to amend certain terms of the Agreement as provided herein.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE SELLER AND THE BUYER AGREE AS FOLLOWS:
Capitalized terms used herein and not otherwise defined herein will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Amendment.
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1. DELIVERY
1.1 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 Attachment I.
1.2 Notwithstanding Clause 1.1 above, [***].
2. PROPULSION SYSTEMS
Clause 2.3.5 of the Agreement is deleted in its entirety and replaced with the following quoted text:
“2.3.5 As of the date of Amendment No. 14 the Buyer has not selected the propulsion system or Propulsion System Manufacturer for the Supplemental Aircraft. The Buyer shall notify the Seller in writing of its selection of the Propulsion System for [***].”
Clause 2.3.5 as amended by Clause 3.1 of Appendix B of Amendment 11 of the Agreement is deleted in its entirety and replaced with the following quoted text:
“2.3.5 As of the date of Amendment No. 14 the Buyer has not selected the propulsion system or Propulsion System Manufacturer for the Supplemental Aircraft. The Buyer shall notify the Seller in writing of its selection of the Propulsion System [***].”
3. PREDELIVERY PAYMENTS
3.1 a) Clause 5.3.3(c) of the Agreement is hereby amended by replacing the following phrase:
“For each [***] Predelivery Payments will be paid to the Seller according to the following schedule:”
with
“For each [***] Predelivery Payments will be paid to the Seller according to the following schedule:”
b) Clause 5.3.3(c) of the Agreement is hereby amended by replacing the following phrase:
“For each [***] Predelivery Payments will be paid to the Seller according to the following schedule:”
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with
“For each [***] Predelivery Payments will be paid to the Seller according to the following schedule:”
3.2 a) Clause 21.6(o) of the Agreement is hereby amended by replacing the following phrase:
“[***], the Predelivery Payment schedule [***] shall be:”
with
“[***], the Predelivery Payment schedule [***] shall be:”
b) Clause 21.6(o) of the Agreement is hereby amended by replacing the following phrase:
“[***], the Predelivery Payment schedule [***] shall be:”
with
“[***], the Predelivery Payment schedule [***] shall be:”
4. EFFECT OF AMENDMENT
The Agreement will be deemed to be amended to the extent herein provided and, except as specifically amended hereby, will continue in full force and effect in accordance with its terms. Except as otherwise provided by the terms and conditions hereof, this Amendment contains the entire agreement of the Parties 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, non-severable 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.
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5. MISCELLANEOUS
This Amendment is subject to the provisions of Clauses 21, 22.6 and 22.11 of the Agreement.
6. COUNTERPARTS
This Amendment may be signed by the Parties in counterparts, which when signed and delivered will each be an original and together constitute but one and the same instrument. Counterparts may be delivered in original, faxed or emailed form, with originals to be delivered in due course.
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be signed by their respective duly authorized officers or agents as of the day and year first above written.
Airbus S.A.S.
By: /s/ Xxxxxx xx Xxxxx-Xxxxxxx
Name: Xxxxxx xx Xxxxx-Xxxxxxx
Title: Executive Vice President, Contracts
Frontier Airlines, Inc.
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: SVP, General Counsel & Secretary
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Attachment I to Amendment No. 14
Delivery Schedule Table
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