Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).
[***] 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 10.6
March 31 , 2022
between
Vertical Horizons, Ltd.
and
Bank of Utah
(not in its individual capacity but solely as security trustee)
and
Airbus S.A.S.
in respect of
an Amended and Restated Step-In Agreement dated 28 December 2021
THIS AMENDMENT AGREEMENT (this "Agreement") is made on March 31, 2022
BETWEEN
1)Vertical Horizons, Ltd., an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands whose registered address and principal place of business is at the offices of Intertrust SPV (Cayman) Limited, Xxx Xxxxx Xxx, Xxxxxx Xxx, Xxxxx Xxxxxx, XX0-0000, Cayman Islands (the “Buyer”);
2)Bank of Utah, not in its individual capacity but solely as security trustee for the Facility Agent and the Lenders (the “Security Trustee”); and
3)Airbus S.A.S., a company created under the laws of France and having its registered office at 0, xxxx-xxxxx Xxxxx Xxxxxxxxx, 00000 Xxxxxxx, Xxxxxx (“Airbus”)
(the Buyer, the Security Trustee and Airbus, together the “Parties” and each a “Party”).
RECITALS
A.The Parties entered into an amended and restated step-in agreement dated 28 December 2021 in relation to pre-delivery payment financing of certain aircraft (the “Step-In Agreement”).
B.Now the Parties wish to amend the Step-In Agreement pursuant to this Agreement.
IT IS AGREED AS FOLLOWS:
1.Definitions
In this Agreement, unless the context otherwise requires, (i) the capitalised terms used but not defined herein shall have the meaning set forth in the Step-In Agreement and (ii) the following term shall have the meaning set forth below:
“Rescheduled Aircraft” means the Aircraft bearing CAC-IDs [***].
2.Amendment to the Step-In Agreement (except for Schedule 4)
To the extent relating to the Rescheduled Aircraft, Part B (A321neo Aircraft) of Schedule 1 (Pre-Delivery Payments, Scheduled Delivery Months) to the Step-In Agreement shall be amended and restated as quoted in Appendix 1 hereto.
Amendment to Step-In Agreement
Vertical Horizons / Bank of Utah / Airbus
3.Amendment to Schedule 4 to the Step-In Agreement
3.1Clause 2.3 (Propulsion System) of Schedule 4 (Form of Replacement Purchase Agreement) to the Step-In Agreement shall be amended and restated as quoted below:
QUOTE
Each A320 Airframe shall be equipped with a set of two (2) CFM International LEAP-1A26 engines or two (2) International Aero Engines, LLC model PW1127G-JM engines (upon selection such set, the “A320 Propulsion Systems”).
Each A321 Airframe shall be equipped with a set of two (2) CFM International LEAP-1A32 engines, two (2) CFM International LEAP-1A33B2 engines, two (2) IAE PW1133G-JM engines, two (2) IAE PW1133G1-JM engines [***] (upon selection such set, the “A321 Propulsion Systems”), [***].
For Aircraft identified in Clause 9.1.1 as having an “Aircraft Rank” from 72 to and including 80, the Buyer has selected the CFM International LEAP-1A26 engines as the A320 Propulsion Systems.
For Aircraft identified in Clause 9.1.1 having an “Aircraft Rank” 81, 82, 83, 91 and 95 the Buyer has selected the [***] engines as the A321 Propulsion Systems.
For Aircraft identified in Clause 9.1.1 having an “Aircraft Rank” 87, 88, 92 to 94,
96 to 107, 109 to 114, 116 to 121, 123, 124, and 126 to 132 the Buyer has selected the IAE PW 1133-JM engines as the A321 Propulsion Systems.
For Aircraft identified in Clause 9.1.1 having an “Aircraft Rank” 215, 216, 217, 218, 219, 220 and 221 the Buyer shall notify the Seller in writing, no later than [***], of its selection of Propulsion Systems for such Aircraft.
UNQUOTE
3.2To the extent relating to the Rescheduled Aircraft, the delivery schedule table in Clause
9.1.1 of Schedule 4 (Form of Replacement Purchase Agreement) to the Step-In Agreement shall be amended and restated as quoted in Appendix 2 hereto.
3.3To the extent relating to the Rescheduled Aircraft, the schedule set out in Exhibit D (Pre- Delivery Payments) in Schedule 4 (Form of Replacement Purchase Agreement) to the Step-In Agreement shall be amended and restated as quoted in Appendix 3 hereto.
Amendment to Step-In Agreement
Vertical Horizons / Bank of Utah / Airbus
4.Miscellaneous
Clauses 14 (Confidentiality), 16 (Amendments), 17 (Further Assurance), 20 (Counterparts) and 22 (Governing Law and Jurisdiction) of the Step-In Agreement shall apply to this Agreement mutatis mutandis.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day and year first above written.
Amendment to Step-In Agreement
Vertical Horizons / Bank of Utah / Airbus
Appendix 1 Amendment Agreement
Amendment to Step-In Agreement
Vertical Horizons / Bank of Utah / Airbus
Appendix 2 Amendment Agreement
Amendment to Step-In Agreement
Vertical Horizons / Bank of Utah / Airbus
Appendix 3 Amendment Agreement
Amendment to Step-In Agreement
Vertical Horizons / Bank of Utah / Airbus
Execution Page - Airbus Amendment Agreement
For and on behalf of AIRBUS S.A.S
/s/ Xxxxxx de Saint-Exupéry
Name: Xxxxxx de Saint-Exupéry
Title: Senior Vice President, Contracts
Amendment to Step-In Agreement
Vertical Horizons / Bank of Utah / Airbus
Execution Page - Security Trustee Amendment Agreement
For and on behalf of BANK OF UTAH (not in its individual capacity but solely as security trustee)
/s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Senior Vice President
Amendment to Step-In Agreement
Vertical Horizons / Bank of Utah / Airbus
Execution Page – Buyer Amendment Agreement
For and on behalf of VERTICAL HORIZONS, LTD.
/s/ Xxxxx Brunekeef
Name: Xxxxx Brunekeef
Title: Director
Amendment to Step-In Agreement
Vertical Horizons / Bank of Utah / Airbus
