DATED AS OF DECEMBER 16, 2016 FRONTIER AIRLINES HOLDINGS, INC. AS GUARANTOR AND BANK OF UTAH NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS SECURITY TRUSTEEGuarantee • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled
THIS SECOND AMENDED AND RESTATED GUARANTEE (as amended, modified or supplemented in accordance with the terms hereof, this “Guarantee”), dated as of December 16, 2016, is made
AMENDED AND RESTATED SIGNATORY AGREEMENT (U.S. Transactions)Signatory Agreement • May 23rd, 2017 • 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.
AIRBUS A320 FAMILY AIRCRAFT PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. as Seller AND REPUBLIC AIRWAYS HOLDINGS INC. as BuyerPurchase Agreement • May 23rd, 2017 • 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 • May 23rd, 2017 • 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).
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 • May 23rd, 2017 • 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.
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
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.
Dated as of August 11, 2015 AMENDMENT AGREEMENT 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 nineteen (19)...Amendment Agreement to Assignment and Assumption Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
LETTER AGREEMENT NO. 3Letter Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Colorado
AMENDED AND RESTATED LETTER AGREEMENT NO. 2Letter 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 Purchase Agreement dated as of October 31, 2014, as amended, supplemented or otherwise modified to and including the date hereof (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. Letter Agreement No. 2 dated as of October 31, 2014 to the Agreement is hereby amended and restated to read in its entirety as set forth herein.
SECOND AMENDED AND RESTATED CFMI ENGINE BENEFITS AGREEMENT A320NEO AIRCRAFTCfmi Engine Benefits Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • New York
THIS SECOND AMENDED AND RESTATED CFMI ENGINE BENEFITS AGREEMENT, dated as of December 16, 2016 (this “Agreement”), is among Vertical Horizons, Ltd., a Cayman Islands company (the “Borrower”), CFM International, Inc., a Delaware corporation (the “Engine Manufacturer” or “CFMI”), Bank of Utah, not in its individual capacity but solely as Security Trustee for the Lenders under the Credit Agreement (together with its successors and assigns in such capacity, the “Security Trustee”), and Frontier Airlines, Inc., a Colorado limited liability company (“Frontier”).
Frontier Airlines, Inc. as Customer and Vertical Horizons, Ltd. as Buyer and Airbus S.A.S. as Airbus Assignment and Assumption Agreement Purchase Agreements Five (5) Airbus A320neo Aircraft and nine (9) Airbus A321ceo AircraftAssignment and Assumption Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • England
AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1, rond-point Maurice Bellonte, 31700 Blagnac, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”);
LETTER AGREEMENT NO. 5Letter Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Indiana
REPUBLIC AIRWAYS HOLDINGS INC. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement 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. 5 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
LETTER AGREEMENT NO. 5Letter 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 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. 5 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
AMENDMENT NO. 2 to the A320 Family Aircraft Purchase Agreement dated as of September 30, 2011 between Airbus S.A.S And Frontier Airlines, Inc.A320 Family Aircraft Purchase Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled
This Amendment No. 2 (the “Amendment”) is entered into as of December 3, 2013, between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (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 7001 Tower Road, Denver, Colorado 80249-7312 USA (the “Buyer” and together with the Seller, the “Parties”).
LETTER AGREEMENT NO. 6ALetter Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Indiana
REPUBLIC AIRWAYS HOLDINGS INC. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement 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. 6A (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the A320 Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
LETTER AGREEMENT NO. 1Letter Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Indiana
REPUBLIC AIRWAYS HOLDINGS INC. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement 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. 1 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
DATED AS OF DECEMBER 16, 2016 VERTICAL HORIZONS, LTD. AS BORROWER AND BANK OF UTAH NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS SECURITY TRUSTEE AND CITIBANK, N.A. OR AN AFFILIATE AS FACILITY AGENT SECOND AMENDED AND RESTATED MORTGAGE AND SECURITY...Mortgage and Security Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled
LETTER AGREEMENT NO. 4Letter 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 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. 4 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
LETTER AGREEMENT NO. 1Letter 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 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. 1 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
LETTER AGREEMENT NO. 8Letter Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Indiana
Republic Airways Holdings Inc. (the “Buyer”) and AIRBUS (the “Seller”) have entered into an A320 Family Aircraft Purchase Agreement (the “Agreement”), dated as of even date herewith that covers, among other things, the sale by the Seller and the purchase by the Buyer of certain Aircraft.
LETTER AGREEMENT NO. 4Letter Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Indiana
REPUBLIC AIRWAYS HOLDINGS INC. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement 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. 4 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Dated 11 August 2015 AMENDMENT AGREEMENT 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 of...Amendment Agreement to Step-in Agreement and the Assigned Purchase Agreements • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled
LETTER AGREEMENT NO. 6BA319 Aircraft Performance Guarantee • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Indiana
REPUBLIC AIRWAYS HOLDINGS INC. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement 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. 6B (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the A319 Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
AMENDMENT NO. 1 to the A320 Family Aircraft Purchase Agreement dated as of September 30, 2011 between Airbus S.A.S And Republic Airways Holdings Inc.A320 Family Aircraft Purchase Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled
This Amendment No. 1 (the “Amendment”) is entered into as of January 10, 2013, between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (the “Seller”), and Republic Airways Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268 USA (the “Buyer” and together with the Seller, the “Parties”).
LETTER AGREEMENT NO. 6BLetter Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Colorado
FRONTIER AIRLINES (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A321 Purchase Agreement 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. 6B (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the A321 Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
AMENDMENT NO. 3 to the A320 Family Aircraft Purchase Agreement dated as of September 30, 2011 between Airbus S.A.S And Frontier Airlines, Inc.A320 Family Aircraft Purchase Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled
This Amendment No. 3 (the “Amendment”) is entered into as of October 31, 2014, between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (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 7001 Tower Road, Denver, Colorado 80249-7312 USA (the “Buyer” and together with the Seller, the “Parties”).
LETTER AGREEMENT NO. 2Letter Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Indiana
REPUBLIC AIRWAYS HOLDINGS INC. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Purchase Agreement 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. 2 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
Amendment No. 1A321 Aircraft Purchase Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled
This Amendment No. 1 (the “Amendment”) is entered into as of May 18, 2015, between Airbus S.A.S., a societe par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (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 7001 Tower Road, Denver, Colorado 80249-7312 USA (the “Buyer” and together with the Seller, the “Parties”).
LETTER AGREEMENT NO. 9Letter Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Indiana
REPUBLIC AIRWAYS HOLDINGS INC. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an Airbus A320 Family Aircraft Purchase Agreement 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. 9 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.
LETTER AGREEMENT NO. 3Letter Agreement • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled • Indiana
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.
LETTER AGREEMENT NO. 9Letter 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. 9 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
DATED AS OF DECEMBER 16, 2016 FRONTIER AIRLINES INC. AS GUARANTOR AND BANK OF UTAH NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS SECURITY TRUSTEESecond Amended and Restated Guarantee • May 23rd, 2017 • Frontier Group Holdings, Inc. • Air transportation, scheduled
THIS SECOND AMENDED AND RESTATED GUARANTEE (as amended, modified or supplemented in accordance with the terms hereof, this “Guarantee”), dated as of December 16, 2016, is made
LETTER AGREEMENT NO. 2Letter 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 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. 2 (the “Letter Agreement”) certain additional terms and conditions regarding the sale of the Aircraft.
