INDEMNIFICATION AGREEMENTIndemnification Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Virgin America 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 except as otherwise provided herein.
SIGNATORY AGREEMENT (International Transactions)Signatory Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
This Signatory Agreement, including the Schedules attached hereto (“this Signatory Agreement”) and together with the Master Terms of Service (“MTOS”) referenced below (“this Agreement”), dated as of August 14, 2012 (“Effective Date”), is by and between Virgin America Inc., a company organized under the laws of the state of Delaware and having its place of business at 555 Airport Blvd., Burlingame, CA 94010 (hereafter “Carrier”), and Elavon Financial Services Limited (UK Branch) having its registered office address at Meridien House, 69-71 Clarendon Road, London WD17 1DS United Kingdom as “Member” and “Servicer.” Carrier, Member and Servicer 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 attached hereto as Exhibit B and incorporated herein as provided in Section 1 below.
NOTE PURCHASE AGREEMENT BY AND BETWEEN VIRGIN AMERICA INC. AND VIRGIN MANAGEMENT LIMITEDNote Purchase Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of , 2014, by and between Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“Lender”), and Virgin America Inc., a Delaware corporation (the “Issuer”, and together with Lender, the “Parties”).
LETTER OF CREDIT REIMBURSEMENT AGREEMENTLetter of Credit Reimbursement Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
This LETTER OF CREDIT REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of , 2014, by and between Virgin Holdings Limited, a limited liability company organized under the laws of England and Wales (“VHL”), and Virgin America Inc., a Delaware corporation (“Virgin America”, and together with VHL, and their respective successors and permitted assigns, the “Parties”).
PAYMENT PROCESSING SUPPORT SERVICES AGREEMENTPayment Processing Support Services Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
THIS PAYMENT PROCESSING SUPPORT SERVICES AGREEMENT (the “Agreement”) is entered into as of January 20, 2014 (the “Effective Date”), by and between Elavon, Inc. (“Elavon”) and Virgin America Inc. (“Client”). In the event of a conflict between the provisions set forth below and those contained in any Schedule, the provisions set forth below shall govern.
General Terms Agreement No. CFM-04-0012B PROPRIETARY INFORMATION NOTICE The information contained in this document is CFM Proprietary Information and is disclosed in confidence. It is the property of CFM and shall not be used, disclosed to others, or...General Terms Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
RATE PER FLIGHT HOUR AGREEMENT FOR ENGINE SHOP MAINTENANCE SERVICES BETWEEN CFM INTERNATIONAL, INC. AND VIRGIN AMERICA INC.Hour Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
This proposal is made as of September 29, 2011 and is valid for written acceptance by VIRGIN AMERICA INC. until October 31, 2011 but may be withdrawn by CFM International Inc. at anytime prior thereto without any reason, and before VIRGIN AMERICA INC. written acceptance has been received by CFM International Inc.
In consideration of the execution by Virgin America Inc. (the “Company”) of the Registration Rights Agreement among the Company, the undersigned and the other parties thereto and the Recapitalization Agreement among the Company, the undersigned and...Virgin America Inc. • October 7th, 2014 • Air transportation, scheduled
OnPointsm Solutions Rate Per Engine Flight Hour AMENDED AND RESTATED ENGINE SERVICES AGREEMENT BETWEEN GE ENGINE SERVICES, INC. AND Virgin America Inc. Agreement Number: 1-234116609 Dated: October 22, 2008Engine Services Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
The information contained in this document is GE Engine Services, Inc. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.
RECAPITALIZATION AGREEMENT dated as of , 2014 by and among VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP, VX HOLDINGS, L.P., VIRGIN HOLDINGS LIMITED, CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD., CYR FUND, L.P., CRESCENT 1,...Recapitalization Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • Delaware
THIS RECAPITALIZATION AGREEMENT (this “Agreement”) is dated as of , 2014, and is being entered into by and among Virgin America Inc., a Delaware corporation (the “Company”); Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”); VX Holdings, L.P., a Delaware limited partnership (“VXH”); VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”); Virgin Holdings Limited, a limited liability company organized under the laws of England and Wales (“VHL” and together with VXH, VML and VXH, the “Virgin Group”); Cyrus Select Opportunities Master Fund, Ltd., a limited company based in the Cayman Islands (“CSOM”); CYR Fund, L.P., a Delaware limited partnership (“CYR”); Crescent 1, L.P., a Delaware limited partnership (“Crescent”); Cyrus Opportunities Master Fund II, Ltd., a limited company based in the Cayman Islands (“COM”); Cyrus Aviation Investor, LLC (“Investor LLC”); Cyrus Aviation Partners III, L.P., a Delaware limited partner
