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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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38-1747023
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2800 Executive Way
Miramar, Florida
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33025
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Class
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Number of Shares
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Common Stock, $0.0001 par value
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70,020,919
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Page No.
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||||
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ITEM 1.
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UNAUDITED CONDENSED FINANCIAL STATEMENTS
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Operating revenues:
|
|
|
|
|
|
|
|
||||||||
Passenger
|
$
|
296,401
|
|
|
$
|
308,573
|
|
|
$
|
569,027
|
|
|
$
|
582,039
|
|
Non-ticket
|
287,732
|
|
|
244,848
|
|
|
553,249
|
|
|
464,737
|
|
||||
Total operating revenues
|
584,133
|
|
|
553,421
|
|
|
1,122,276
|
|
|
1,046,776
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Aircraft fuel
|
113,192
|
|
|
127,907
|
|
|
199,174
|
|
|
240,333
|
|
||||
Salaries, wages and benefits
|
112,930
|
|
|
97,037
|
|
|
229,340
|
|
|
186,094
|
|
||||
Aircraft rent
|
49,864
|
|
|
53,127
|
|
|
102,066
|
|
|
105,915
|
|
||||
Landing fees and other rents
|
39,944
|
|
|
33,364
|
|
|
74,751
|
|
|
63,910
|
|
||||
Distribution
|
24,692
|
|
|
22,349
|
|
|
47,625
|
|
|
42,846
|
|
||||
Maintenance, materials and repairs
|
20,627
|
|
|
21,271
|
|
|
41,567
|
|
|
40,431
|
|
||||
Depreciation and amortization
|
24,957
|
|
|
17,139
|
|
|
48,066
|
|
|
32,002
|
|
||||
Other operating
|
67,511
|
|
|
58,173
|
|
|
131,556
|
|
|
101,920
|
|
||||
Loss on disposal of assets
|
529
|
|
|
415
|
|
|
743
|
|
|
1,010
|
|
||||
Special charges
|
8,052
|
|
|
324
|
|
|
24,254
|
|
|
749
|
|
||||
Total operating expenses
|
462,298
|
|
|
431,106
|
|
|
899,142
|
|
|
815,210
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
121,835
|
|
|
122,315
|
|
|
223,134
|
|
|
231,566
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other (income) expense:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
10,166
|
|
|
4,419
|
|
|
18,226
|
|
|
7,231
|
|
||||
Capitalized interest
|
(2,771
|
)
|
|
(2,829
|
)
|
|
(6,096
|
)
|
|
(5,362
|
)
|
||||
Interest income
|
(1,447
|
)
|
|
(177
|
)
|
|
(3,013
|
)
|
|
(311
|
)
|
||||
Other expense
|
157
|
|
|
44
|
|
|
227
|
|
|
116
|
|
||||
Total other (income) expense
|
6,105
|
|
|
1,457
|
|
|
9,344
|
|
|
1,674
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
115,730
|
|
|
120,858
|
|
|
213,790
|
|
|
229,892
|
|
||||
Provision for income taxes
|
42,646
|
|
|
44,154
|
|
|
78,786
|
|
|
84,186
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
73,084
|
|
|
$
|
76,704
|
|
|
$
|
135,004
|
|
|
$
|
145,706
|
|
Basic earnings per share
|
$
|
1.03
|
|
|
$
|
1.06
|
|
|
$
|
1.90
|
|
|
$
|
2.00
|
|
Diluted earnings per share
|
$
|
1.03
|
|
|
$
|
1.05
|
|
|
$
|
1.89
|
|
|
$
|
1.99
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
73,084
|
|
|
$
|
76,704
|
|
|
$
|
135,004
|
|
|
$
|
145,706
|
|
Unrealized gain (loss) on interest rate derivative instruments, net of deferred taxes of $0, $749, $0 and ($191)
|
—
|
|
|
1,238
|
|
|
—
|
|
|
(356
|
)
|
||||
Interest rate swap losses reclassified into earnings
|
88
|
|
|
—
|
|
|
178
|
|
|
—
|
|
||||
Other comprehensive income (loss)
|
$
|
88
|
|
|
$
|
1,238
|
|
|
$
|
178
|
|
|
$
|
(356
|
)
|
Comprehensive income
|
$
|
73,172
|
|
|
$
|
77,942
|
|
|
$
|
135,182
|
|
|
$
|
145,350
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,014,080
|
|
|
$
|
803,632
|
|
Accounts receivable, net
|
40,650
|
|
|
28,266
|
|
||
Aircraft maintenance deposits
|
77,590
|
|
|
73,415
|
|
||
Prepaid income taxes
|
2,835
|
|
|
72,278
|
|
||
Prepaid expenses and other current assets
|
48,624
|
|
|
48,749
|
|
||
Total current assets
|
1,183,779
|
|
|
1,026,340
|
|
||
|
|
|
|
||||
Property and equipment:
|
|
|
|
||||
Flight equipment
|
1,225,219
|
|
|
827,282
|
|
||
Ground and other equipment
|
103,986
|
|
|
82,459
|
|
||
Less accumulated depreciation
|
(90,577
|
)
|
|
(65,524
|
)
|
||
|
1,238,628
|
|
|
844,217
|
|
||
Deposits on flight equipment purchase contracts
|
249,360
|
|
|
286,837
|
|
||
Long-term aircraft maintenance deposits
|
201,925
|
|
|
206,485
|
|
||
Deferred heavy maintenance, net
|
75,172
|
|
|
89,127
|
|
||
Other long-term assets
|
81,336
|
|
|
77,539
|
|
||
Total assets
|
$
|
3,030,200
|
|
|
$
|
2,530,545
|
|
|
|
|
|
||||
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
27,728
|
|
|
$
|
17,043
|
|
Air traffic liability
|
283,851
|
|
|
216,831
|
|
||
Current maturities of long-term debt
|
78,596
|
|
|
49,637
|
|
||
Other current liabilities
|
217,370
|
|
|
182,729
|
|
||
Total current liabilities
|
607,545
|
|
|
466,240
|
|
||
|
|
|
|
||||
Long-term debt, less current maturities
|
836,418
|
|
|
596,693
|
|
||
Long-term deferred income taxes
|
267,379
|
|
|
221,481
|
|
||
Deferred gains and other long-term liabilities
|
19,541
|
|
|
20,821
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Common stock
|
7
|
|
|
7
|
|
||
Additional paid-in-capital
|
547,763
|
|
|
544,277
|
|
||
Treasury stock, at cost
|
(180,756
|
)
|
|
(116,182
|
)
|
||
Retained earnings
|
933,758
|
|
|
798,754
|
|
||
Accumulated other comprehensive loss
|
(1,455
|
)
|
|
(1,546
|
)
|
||
Total shareholders’ equity
|
1,299,317
|
|
|
1,225,310
|
|
||
Total liabilities and shareholders’ equity
|
$
|
3,030,200
|
|
|
$
|
2,530,545
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
135,004
|
|
|
$
|
145,706
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
||||
Unrealized losses on open derivative contracts, net
|
—
|
|
|
4,257
|
|
||
Losses reclassified from other comprehensive income
|
178
|
|
|
—
|
|
||
Equity-based compensation
|
3,905
|
|
|
4,743
|
|
||
Allowance for doubtful accounts
|
221
|
|
|
8
|
|
||
Amortization of deferred gains and losses
|
2,810
|
|
|
397
|
|
||
Depreciation and amortization
|
48,066
|
|
|
32,002
|
|
||
Deferred income tax expense
|
45,810
|
|
|
559
|
|
||
Loss on disposal of assets
|
743
|
|
|
1,010
|
|
||
Lease termination cost
|
24,254
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(12,662
|
)
|
|
(8,137
|
)
|
||
Aircraft maintenance deposits
|
(29,721
|
)
|
|
(4,621
|
)
|
||
Prepaid income taxes
|
69,444
|
|
|
—
|
|
||
Long-term deposits and other assets
|
(22,055
|
)
|
|
(10,930
|
)
|
||
Accounts payable
|
3,024
|
|
|
7,856
|
|
||
Air traffic liability
|
66,531
|
|
|
90,056
|
|
||
Other liabilities
|
25,269
|
|
|
36,728
|
|
||
Net cash provided by operating activities
|
360,821
|
|
|
299,634
|
|
||
Investing activities:
|
|
|
|
||||
Proceeds from sale of property and equipment
|
50
|
|
|
—
|
|
||
Capitalized interest
|
(4,554
|
)
|
|
(2,763
|
)
|
||
Pre-delivery deposits for flight equipment, net of refunds
|
(60,772
|
)
|
|
(70,971
|
)
|
||
Purchase of property and equipment
|
(303,175
|
)
|
|
(308,163
|
)
|
||
Net cash used in investing activities
|
(368,451
|
)
|
|
(381,897
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
300,547
|
|
|
296,000
|
|
||
Proceeds from stock options exercised
|
92
|
|
|
23
|
|
||
Payments on debt and capital lease obligations
|
(19,665
|
)
|
|
(8,940
|
)
|
||
Proceeds from sale and leaseback transactions
|
—
|
|
|
7,300
|
|
||
Excess tax benefit (deficiency) from equity-based compensation
|
(511
|
)
|
|
8,504
|
|
||
Repurchase of common stock
|
(62,278
|
)
|
|
(79,415
|
)
|
||
Debt issuance costs
|
(107
|
)
|
|
(4,669
|
)
|
||
Net cash provided by financing activities
|
218,078
|
|
|
218,803
|
|
||
Net increase in cash and cash equivalents
|
210,448
|
|
|
136,540
|
|
||
Cash and cash equivalents at beginning of period
|
803,632
|
|
|
632,784
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,014,080
|
|
|
$
|
769,324
|
|
Supplemental disclosures
|
|
|
|
||||
Cash payments for:
|
|
|
|
||||
Interest, net of capitalized interest
|
$
|
21,804
|
|
|
$
|
1,758
|
|
Income taxes paid, net of refunds
|
$
|
(36,142
|
)
|
|
$
|
54,198
|
|
1.
|
Basis of Presentation
|
2.
|
Recent Accounting Developments
|
3.
|
Special Charges
|
4.
|
Earnings per Share
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
73,084
|
|
|
$
|
76,704
|
|
|
$
|
135,004
|
|
|
$
|
145,706
|
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding, basic
|
70,770
|
|
|
72,518
|
|
|
71,173
|
|
|
72,784
|
|
||||
Effect of dilutive stock awards
|
143
|
|
|
283
|
|
|
174
|
|
|
299
|
|
||||
Adjusted weighted-average shares outstanding, diluted
|
70,913
|
|
|
72,801
|
|
|
71,347
|
|
|
73,083
|
|
||||
Net income per share
|
|
|
|
|
|
|
|
||||||||
Basic earnings per common share
|
$
|
1.03
|
|
|
$
|
1.06
|
|
|
$
|
1.90
|
|
|
$
|
2.00
|
|
Diluted earnings per common share
|
$
|
1.03
|
|
|
$
|
1.05
|
|
|
$
|
1.89
|
|
|
$
|
1.99
|
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive weighted-average shares
|
54
|
|
|
56
|
|
|
69
|
|
|
42
|
|
5.
|
Accrued Liabilities
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(in thousands)
|
||||||
Federal excise and other passenger taxes and fees payable
|
$
|
58,369
|
|
|
$
|
38,254
|
|
Airport obligations
|
39,721
|
|
|
30,849
|
|
||
Salaries and wages
|
36,943
|
|
|
34,123
|
|
||
Aircraft and facility lease obligations
|
26,040
|
|
|
24,014
|
|
||
Aircraft maintenance
|
19,957
|
|
|
21,688
|
|
||
Interest payable
|
8,764
|
|
|
12,355
|
|
||
Fuel
|
8,667
|
|
|
7,084
|
|
||
Other
|
18,909
|
|
|
14,362
|
|
||
Other current liabilities
|
$
|
217,370
|
|
|
$
|
182,729
|
|
6.
|
Financial Instruments and Risk Management
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands)
|
||||||||||||||
Into-plane fuel cost
|
$
|
113,192
|
|
|
$
|
127,344
|
|
|
$
|
199,174
|
|
|
$
|
235,468
|
|
Realized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
4,232
|
|
|
—
|
|
|
6,839
|
|
||||
Unrealized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
(3,669
|
)
|
|
—
|
|
|
(1,974
|
)
|
||||
Aircraft fuel
|
$
|
113,192
|
|
|
$
|
127,907
|
|
|
$
|
199,174
|
|
|
$
|
240,333
|
|
|
|
Airbus
|
|
Third-Party Lessor
|
|
|
||||
|
|
A320ceo
|
|
A320neo
|
|
A321ceo
|
|
A320neo
|
|
Total
|
remainder of 2016
|
|
|
|
|
|
3
|
|
5
|
|
8
|
2017
|
|
4
|
|
|
|
11
|
|
|
|
15
|
2018
|
|
5
|
|
4
|
|
5
|
|
|
|
14
|
2019
|
|
1
|
|
12
|
|
|
|
|
|
13
|
2020
|
|
|
|
16
|
|
|
|
|
|
16
|
2021
|
|
|
|
18
|
|
|
|
|
|
18
|
|
|
10
|
|
50
|
|
19
|
|
5
|
|
84
|
|
|
Operating Leases
|
||||||||||
|
|
Aircraft and Spare Engine Leases
|
|
Property Facility Leases
|
|
Total Operating Lease Obligations
|
||||||
|
(in thousands)
|
|||||||||||
remainder of 2016
|
|
$
|
101,877
|
|
|
$
|
16,954
|
|
|
$
|
118,831
|
|
2017
|
|
194,445
|
|
|
28,305
|
|
|
222,750
|
|
|||
2018
|
|
177,054
|
|
|
27,961
|
|
|
205,015
|
|
|||
2019
|
|
155,356
|
|
|
24,620
|
|
|
179,976
|
|
|||
2020
|
|
147,379
|
|
|
17,107
|
|
|
164,486
|
|
|||
2021 and thereafter
|
|
514,483
|
|
|
51,120
|
|
|
565,603
|
|
|||
Total minimum lease payments
|
|
$
|
1,290,594
|
|
|
$
|
166,067
|
|
|
$
|
1,456,661
|
|
Employee Groups
|
|
Representative
|
|
Amendable Date
|
|
Percentage of Workforce
|
Pilots
|
|
Air Line Pilots Association, International (ALPA)
|
|
August 2015
|
|
26%
|
Flight Attendants
|
|
Association of Flight Attendants (AFA-CWA)
|
|
May 2021
|
|
43%
|
Dispatchers
|
|
Transport Workers Union (TWU)
|
|
August 2018
|
|
1%
|
Ramp Service Agents
|
|
International Association of Machinists and Aerospace Workers (IAMAW)
|
|
June 2020
|
|
4%
|
8.
|
Fair Value Measurements
|
|
June 30, 2016
|
|
December 31, 2015
|
|
|
||||||||||||
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Fair value level hierarchy
|
||||||||
|
(in millions)
|
|
|
||||||||||||||
Senior long-term debt
|
$
|
468.2
|
|
|
$
|
470.7
|
|
|
$
|
484.2
|
|
|
$
|
477.8
|
|
|
Level 3
|
Junior long-term debt
|
50.7
|
|
|
51.5
|
|
|
54.3
|
|
|
54.6
|
|
|
Level 3
|
||||
Class A equipment trust certificates
|
333.3
|
|
|
340.9
|
|
|
95.8
|
|
|
94.8
|
|
|
Level 2
|
||||
Class B equipment trust certificates
|
88.1
|
|
|
87.6
|
|
|
25.0
|
|
|
25.2
|
|
|
Level 2
|
||||
Total long-term debt
|
$
|
940.3
|
|
|
$
|
950.7
|
|
|
$
|
659.3
|
|
|
$
|
652.4
|
|
|
|
|
Fair Value Measurements as of June 30, 2016
|
||||||||||||||
|
Total
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
|
$
|
1,014.1
|
|
|
$
|
1,014.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
$
|
1,014.1
|
|
|
$
|
1,014.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fair Value Measurements as of December 31, 2015
|
||||||||||||||
|
Total
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
||||||||
|
(in millions)
|
||||||||||||||
Cash and cash equivalents
|
$
|
803.6
|
|
|
$
|
803.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
$
|
803.6
|
|
|
$
|
803.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
9.
|
Long-Term Debt
|
|
|
As of
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||
|
June 30, 2016
|
|
December 31, 2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
|
|
(in millions)
|
|
(weighted-average interest rates)
|
||||||||||||||||
Fixed-rate senior term loans due through 2027
|
|
$
|
468.2
|
|
|
$
|
484.2
|
|
|
4.10
|
%
|
|
4.04
|
%
|
|
4.10
|
%
|
|
4.04
|
%
|
Fixed-rate junior term loans due through 2022
|
|
50.7
|
|
|
54.3
|
|
|
6.90
|
%
|
|
6.89
|
%
|
|
6.90
|
%
|
|
6.89
|
%
|
||
Fixed-rate class A enhanced equipment trust certificates due through 2028
|
|
333.3
|
|
|
95.8
|
|
|
4.03
|
%
|
|
N/A
|
|
|
4.03
|
%
|
|
N/A
|
|
||
Fixed-rate class B enhanced equipment trust certificates due through 2024
|
|
88.1
|
|
|
25.0
|
|
|
4.38
|
%
|
|
N/A
|
|
|
4.38
|
%
|
|
N/A
|
|
||
Long-term debt
|
|
$
|
940.3
|
|
|
$
|
659.3
|
|
|
|
|
|
|
|
|
|
||||
Less current maturities
|
|
78.6
|
|
|
49.6
|
|
|
|
|
|
|
|
|
|
||||||
Less unamortized discounts, net
|
|
25.3
|
|
|
13.0
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
836.4
|
|
|
$
|
596.7
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2016
|
||
|
|
(in millions)
|
||
remainder of 2016
|
|
$
|
44.7
|
|
2017
|
|
75.6
|
|
|
2018
|
|
74.9
|
|
|
2019
|
|
74.1
|
|
|
2020
|
|
72.6
|
|
|
2021 and thereafter
|
|
598.4
|
|
|
Total debt principal payments
|
|
$
|
940.3
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30,
|
||||||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
|
(in thousands)
|
||||||||||||||
Senior term loans
|
$
|
4,964
|
|
|
$
|
3,426
|
|
|
$
|
10,012
|
|
|
$
|
5,620
|
|
Junior term loans
|
905
|
|
|
678
|
|
|
1,842
|
|
|
1,097
|
|
||||
Class A enhanced equipment trust certificates
|
2,698
|
|
|
—
|
|
|
3,881
|
|
|
—
|
|
||||
Class B enhanced equipment trust certificates
|
773
|
|
|
—
|
|
|
1,109
|
|
|
—
|
|
||||
Commitment fees
|
30
|
|
|
—
|
|
|
65
|
|
|
—
|
|
||||
Amortization of debt discounts
|
794
|
|
|
230
|
|
|
1,310
|
|
|
389
|
|
||||
Total
|
$
|
10,164
|
|
|
$
|
4,334
|
|
|
$
|
18,219
|
|
|
$
|
7,106
|
|
10.
|
Subsequent Events
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended June 30,
|
|
Percent Change
|
|||||
|
2016
|
|
2015
|
|
||||
Operating Statistics (unaudited) (A):
|
|
|
|
|
|
|||
Average aircraft
|
85.2
|
|
|
71.4
|
|
|
19.3
|
%
|
Aircraft at end of period
|
87
|
|
|
73
|
|
|
19.2
|
%
|
Average daily aircraft utilization (hours)
|
12.7
|
|
|
12.9
|
|
|
(1.6
|
)%
|
Average stage length (miles)
|
971
|
|
|
974
|
|
|
(0.3
|
)%
|
Block hours
|
98,399
|
|
|
83,861
|
|
|
17.3
|
%
|
Departures
|
38,025
|
|
|
32,164
|
|
|
18.2
|
%
|
Passenger flight segments (PFSs) (thousands)
|
5,606
|
|
|
4,514
|
|
|
24.2
|
%
|
Revenue passenger miles (RPMs) (thousands)
|
5,549,411
|
|
|
4,481,064
|
|
|
23.8
|
%
|
Available seat miles (ASMs) (thousands)
|
6,419,419
|
|
|
5,213,299
|
|
|
23.1
|
%
|
Load factor (%)
|
86.4
|
%
|
|
86.0
|
%
|
|
0.4 pts
|
|
Average ticket revenue per passenger flight segment ($)
|
52.87
|
|
|
68.35
|
|
|
(22.6
|
)%
|
Average non-ticket revenue per passenger flight segment ($)
|
51.32
|
|
|
54.24
|
|
|
(5.4
|
)%
|
Total revenue per passenger flight segment ($)
|
104.19
|
|
|
122.59
|
|
|
(15.0
|
)%
|
Average yield (cents)
|
10.53
|
|
|
12.35
|
|
|
(14.7
|
)%
|
TRASM (cents)
|
9.10
|
|
|
10.62
|
|
|
(14.3
|
)%
|
CASM (cents)
|
7.20
|
|
|
8.27
|
|
|
(12.9
|
)%
|
Adjusted CASM (cents)
|
7.07
|
|
|
8.33
|
|
|
(15.1
|
)%
|
Adjusted CASM ex-fuel (cents)
|
5.30
|
|
|
5.80
|
|
|
(8.6
|
)%
|
Fuel gallons consumed (thousands)
|
77,013
|
|
|
63,134
|
|
|
22.0
|
%
|
Average economic fuel cost per gallon ($)
|
1.47
|
|
|
2.08
|
|
|
(29.3
|
)%
|
|
Six Months Ended June 30,
|
|
Percent Change
|
|||||
|
2016
|
|
2015
|
|
||||
Operating Statistics (unaudited) (A):
|
|
|
|
|
|
|||
Average aircraft
|
82.4
|
|
|
69.3
|
|
|
18.9
|
%
|
Aircraft at end of period
|
87
|
|
|
73
|
|
|
19.2
|
%
|
Average daily aircraft utilization (hours)
|
12.8
|
|
|
12.8
|
|
|
—
|
%
|
Average stage length (miles)
|
983
|
|
|
982
|
|
|
0.1
|
%
|
Block hours
|
191,943
|
|
|
160,896
|
|
|
19.3
|
%
|
Departures
|
73,185
|
|
|
61,208
|
|
|
19.6
|
%
|
Passenger flight segments (PFSs) (thousands)
|
10,594
|
|
|
8,494
|
|
|
24.7
|
%
|
Revenue passenger miles (RPMs) (thousands)
|
10,619,724
|
|
|
8,498,622
|
|
|
25.0
|
%
|
Available seat miles (ASMs) (thousands)
|
12,402,423
|
|
|
9,942,762
|
|
|
24.7
|
%
|
Load factor (%)
|
85.6
|
%
|
|
85.5
|
%
|
|
0.1 pts
|
|
Average ticket revenue per passenger flight segment ($)
|
53.71
|
|
|
68.52
|
|
|
(21.6
|
)%
|
Average non-ticket revenue per passenger flight segment ($)
|
52.22
|
|
|
54.71
|
|
|
(4.6
|
)%
|
Total revenue per passenger flight segment ($)
|
105.93
|
|
|
123.23
|
|
|
(14.0
|
)%
|
Average yield (cents)
|
10.57
|
|
|
12.32
|
|
|
(14.2
|
)%
|
TRASM (cents)
|
9.05
|
|
|
10.53
|
|
|
(14.1
|
)%
|
CASM (cents)
|
7.25
|
|
|
8.20
|
|
|
(11.6
|
)%
|
Adjusted CASM (cents)
|
7.05
|
|
|
8.20
|
|
|
(14.0
|
)%
|
Adjusted CASM ex-fuel (cents)
|
5.44
|
|
|
5.76
|
|
|
(5.6
|
)%
|
Fuel gallons consumed (thousands)
|
147,563
|
|
|
119,857
|
|
|
23.1
|
%
|
Average economic fuel cost per gallon ($)
|
1.35
|
|
|
2.02
|
|
|
(33.2
|
)%
|
|
Three Months Ended June 30,
|
|
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(in thousands, except per gallon amounts)
|
|
Percent Change
|
|||||||
Fuel gallons consumed
|
77,013
|
|
|
63,134
|
|
|
22.0
|
%
|
||
Into-plane fuel cost per gallon
|
$
|
1.47
|
|
|
$
|
2.02
|
|
|
(27.2
|
)%
|
Into-plane fuel expense
|
113,192
|
|
|
127,344
|
|
|
(11.1
|
)%
|
||
Realized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
4,232
|
|
|
NM
|
|
||
Unrealized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
(3,669
|
)
|
|
NM
|
|
||
Aircraft fuel expense (per statement of operations)
|
$
|
113,192
|
|
|
$
|
127,907
|
|
|
(11.5
|
)%
|
|
Three Months Ended June 30,
|
|
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(in thousands, except per gallon amounts)
|
|
Percent Change
|
|||||||
Into-plane fuel expense
|
$
|
113,192
|
|
|
$
|
127,344
|
|
|
(11.1
|
)%
|
Realized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
4,232
|
|
|
NM
|
|
||
Economic fuel expense
|
$
|
113,192
|
|
|
$
|
131,576
|
|
|
(14.0
|
)%
|
Fuel gallons consumed
|
77,013
|
|
|
63,134
|
|
|
22.0
|
%
|
||
Economic fuel cost per gallon
|
$
|
1.47
|
|
|
$
|
2.08
|
|
|
(29.3
|
)%
|
|
Three Months Ended June 30,
|
|
Per-ASM Change
|
|
Percent Change
|
||||||
|
2016
|
|
2015
|
|
|||||||
|
(in cents, except for percentages)
|
||||||||||
Aircraft fuel
|
1.76
|
|
|
2.45
|
|
|
(0.69
|
)
|
|
(28.2
|
)%
|
Salaries, wages, and benefits
|
1.76
|
|
|
1.86
|
|
|
(0.10
|
)
|
|
(5.4
|
)%
|
Aircraft rent
|
0.78
|
|
|
1.02
|
|
|
(0.24
|
)
|
|
(23.5
|
)%
|
Landing fees and other rents
|
0.62
|
|
|
0.64
|
|
|
(0.02
|
)
|
|
(3.1
|
)%
|
Distribution
|
0.38
|
|
|
0.43
|
|
|
(0.05
|
)
|
|
(11.6
|
)%
|
Maintenance, materials and repairs
|
0.32
|
|
|
0.41
|
|
|
(0.09
|
)
|
|
(22.0
|
)%
|
Depreciation and amortization
|
0.39
|
|
|
0.33
|
|
|
0.06
|
|
|
18.2
|
%
|
Other operating
|
1.05
|
|
|
1.12
|
|
|
(0.07
|
)
|
|
(6.3
|
)%
|
Loss on disposal of assets
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
NM
|
|
Special charges
|
0.13
|
|
|
0.01
|
|
|
0.12
|
|
|
NM
|
|
CASM
|
7.20
|
|
|
8.27
|
|
|
(1.07
|
)
|
|
(12.9
|
)%
|
Adjusted CASM (1)
|
7.07
|
|
|
8.33
|
|
|
(1.26
|
)
|
|
(15.1
|
)%
|
Adjusted CASM ex-fuel (2)
|
5.30
|
|
|
5.80
|
|
|
(0.50
|
)
|
|
(8.6
|
)%
|
|
Three Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
(in millions)
|
|
Per ASM
|
|
(in millions)
|
|
Per ASM
|
||||||
CASM (cents)
|
|
|
7.20
|
|
|
|
|
8.27
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||
Unrealized losses (gains) related to fuel derivative contracts, net
|
$
|
—
|
|
|
—
|
|
|
$
|
(3.7
|
)
|
|
(0.07
|
)
|
Loss on disposal of assets
|
0.5
|
|
|
0.01
|
|
|
0.4
|
|
|
0.01
|
|
||
Special charges
|
8.1
|
|
|
0.13
|
|
|
0.3
|
|
|
0.01
|
|
||
Adjusted CASM (cents)
|
|
|
7.07
|
|
|
|
|
8.33
|
|
(2)
|
Excludes aircraft fuel expense, loss on disposal of assets and special charges.
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(in thousands, except per gallon amounts)
|
|
Percent Change
|
|||||||
Fuel gallons consumed
|
147,563
|
|
|
119,857
|
|
|
23.1
|
%
|
||
Into-plane fuel cost per gallon
|
$
|
1.35
|
|
|
$
|
1.96
|
|
|
(31.1
|
)%
|
Into-plane fuel expense
|
$
|
199,174
|
|
|
$
|
235,468
|
|
|
(15.4
|
)%
|
Realized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
6,839
|
|
|
NM
|
|
||
Unrealized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
(1,974
|
)
|
|
NM
|
|
||
Aircraft fuel expense (per Statement of Operations)
|
$
|
199,174
|
|
|
$
|
240,333
|
|
|
(17.1
|
)%
|
|
Six Months Ended June 30,
|
|
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(in thousands, except per gallon amounts)
|
|
Percent Change
|
|||||||
Into-plane fuel expense
|
$
|
199,174
|
|
|
$
|
235,468
|
|
|
(15.4
|
)%
|
Realized losses (gains) related to fuel derivative contracts, net
|
—
|
|
|
6,839
|
|
|
NM
|
|
||
Economic fuel expense
|
$
|
199,174
|
|
|
$
|
242,307
|
|
|
(17.8
|
)%
|
Fuel gallons consumed
|
147,563
|
|
|
119,857
|
|
|
23.1
|
%
|
||
Economic fuel cost per gallon
|
$
|
1.35
|
|
|
$
|
2.02
|
|
|
(33.2
|
)%
|
|
Six Months Ended June 30,
|
|
Per-ASM Change
|
|
Percent Change
|
||||||
|
2016
|
|
2015
|
|
|||||||
|
(in cents, except for percentages)
|
||||||||||
Aircraft fuel
|
1.61
|
|
|
2.42
|
|
|
(0.81
|
)
|
|
(33.5
|
)%
|
Salaries, wages, and benefits
|
1.85
|
|
|
1.87
|
|
|
(0.02
|
)
|
|
(1.1
|
)%
|
Aircraft rent
|
0.82
|
|
|
1.07
|
|
|
(0.25
|
)
|
|
(23.4
|
)%
|
Landing fees and other rents
|
0.60
|
|
|
0.64
|
|
|
(0.04
|
)
|
|
(6.3
|
)%
|
Distribution
|
0.38
|
|
|
0.43
|
|
|
(0.05
|
)
|
|
(11.6
|
)%
|
Maintenance, materials and repairs
|
0.34
|
|
|
0.41
|
|
|
(0.07
|
)
|
|
(17.1
|
)%
|
Depreciation and amortization
|
0.39
|
|
|
0.32
|
|
|
0.07
|
|
|
21.9
|
%
|
Other operating
|
1.06
|
|
|
1.03
|
|
|
0.03
|
|
|
2.9
|
%
|
Loss on disposal of assets
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
NM
|
|
Special charges (credits)
|
0.20
|
|
|
0.01
|
|
|
0.19
|
|
|
NM
|
|
CASM
|
7.25
|
|
|
8.20
|
|
|
(0.95
|
)
|
|
(11.6
|
)%
|
Adjusted CASM (1)
|
7.05
|
|
|
8.20
|
|
|
(1.15
|
)
|
|
(14.0
|
)%
|
Adjusted CASM ex-fuel (2)
|
5.44
|
|
|
5.76
|
|
|
(0.32
|
)
|
|
(5.6
|
)%
|
(1)
|
Reconciliation of CASM to Adjusted CASM:
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
(in millions)
|
|
Per ASM
|
|
(in millions)
|
|
Per ASM
|
||||||
CASM (cents)
|
|
|
7.25
|
|
|
|
|
8.20
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||
Unrealized losses (gains) related to fuel derivative contracts, net
|
$
|
—
|
|
|
—
|
|
|
$
|
(2.0
|
)
|
|
(0.02
|
)
|
Loss on disposal of assets
|
0.7
|
|
0.01
|
|
1.0
|
|
0.01
|
||||||
Special charges
|
24.3
|
|
0.20
|
|
0.7
|
|
0.01
|
||||||
Adjusted CASM (cents)
|
|
|
7.05
|
|
|
|
8.20
|
(2)
|
Excludes aircraft fuel expense, loss on disposal of assets and special charges and credits.
|
|
|
Remainder of 2016
|
|
2017 - 2018
|
|
2019 - 2020
|
|
2021 and beyond
|
|
Total
|
||||||||||
Long-term debt (1)
|
|
$
|
45
|
|
|
$
|
150
|
|
|
$
|
147
|
|
|
$
|
598
|
|
|
$
|
940
|
|
Interest and fee commitments (2)
|
|
20
|
|
|
71
|
|
|
58
|
|
|
107
|
|
|
256
|
|
|||||
Operating lease obligations
|
|
119
|
|
|
428
|
|
|
344
|
|
|
566
|
|
|
1,457
|
|
|||||
Flight equipment purchase obligations
|
|
209
|
|
|
1,318
|
|
|
1,504
|
|
|
803
|
|
|
3,834
|
|
|||||
Other (3)
|
|
9
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
Total future payments on contractual obligations
|
|
$
|
402
|
|
|
$
|
1,983
|
|
|
$
|
2,053
|
|
|
$
|
2,074
|
|
|
$
|
6,512
|
|
|
|
Airbus
|
Third-Party Lessor
|
|
|
|||||
|
|
A320ceo
|
|
A320neo
|
|
A321ceo
|
|
A320neo
|
|
Total
|
remainder of 2016
|
|
|
|
|
|
3
|
|
5
|
|
8
|
2017
|
|
4
|
|
|
|
11
|
|
|
|
15
|
2018
|
|
5
|
|
4
|
|
5
|
|
|
|
14
|
2019
|
|
1
|
|
12
|
|
|
|
|
|
13
|
2020
|
|
|
|
16
|
|
|
|
|
|
16
|
2021
|
|
|
|
18
|
|
|
|
|
|
18
|
|
|
10
|
|
50
|
|
19
|
|
5
|
|
84
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs
|
||||||
April 1-30, 2016
|
|
331,612
|
|
|
$
|
47.69
|
|
|
320,277
|
|
|
$
|
73,752,925
|
|
May 1-31, 2016
|
|
568,234
|
|
|
$
|
41.82
|
|
|
567,750
|
|
|
$
|
50,000,040
|
|
June 1-30, 2016
|
|
284,437
|
|
|
$
|
43.52
|
|
|
282,904
|
|
|
$
|
37,679,276
|
|
Total
|
|
1,184,283
|
|
|
$
|
43.87
|
|
|
1,170,931
|
|
|
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Exhibit Number
|
|
Description of Exhibits
|
|
|
|
10.1**
|
|
Amendment No. 15, dated as of November 21, 2013, to the Airbus A320 Family Purchase Agreement, by and between the Company and Airbus S.A.S. (legal successor to AVSA S.A.R.L.), dated May 5, 2004.
|
|
|
|
10.2**
|
|
Amendment No. 16, dated as of December 17, 2013, to the Airbus A320 Family Purchase Agreement, by and between the Company and Airbus S.A.S. (legal successor to AVSA S.A.R.L.), dated May 5, 2004.
|
|
|
|
10.3**
|
|
Amendment No. 17, dated as of March 11, 2014, to the Airbus A320 Family Purchase Agreement, by and between the Company and Airbus S.A.S. (legal successor to AVSA S.A.R.L.), dated May 5, 2004, together with four letter agreements and two amended and restated letter agreements.
|
|
|
|
10.4**
|
|
Amendment No. 18, dated as of July 31, 2014, to the Airbus A320 Family Purchase Agreement, by and between the Company and Airbus S.A.S. (legal successor to AVSA S.A.R.L.), dated May 5, 2004.
|
|
|
|
10.5**
|
|
Amendment No. 19, dated as of August 21, 2015, to the Airbus A320 Family Purchase Agreement, by and between the Company and Airbus S.A.S. (legal successor to AVSA S.A.R.L.), dated May 5, 2004.
|
|
|
|
10.6**
|
|
Amendment No. 20, dated as of April 27, 2016, to the Airbus A320 Family Purchase Agreement, by and between the Company and Airbus S.A.S. (legal successor to AVSA S.A.R.L.), dated May 5, 2004.
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1*
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2*
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, except as otherwise specifically stated in such filing.
|
**
|
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
|
|
SPIRIT AIRLINES, INC.
|
|
|
|
|
Date: July 29, 2016
|
By:
|
/s/ Edward Christie
|
|
|
Edward Christie
|
|
|
Senior Vice President and
Chief Financial Officer
|
1 -
|
AMENDMENT
|
9.1.1.3
|
The Scheduled Delivery Months for the A320 Group 1 Aircraft and A320 Group 2 Aircraft are as follows:
|
Aircraft
|
Quantity
|
Month
|
Year
|
CAC ID No.
|
|
|
|
|
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
2 -
|
PROPULSION SYSTEMS
|
3 -
|
CONDITION PRECEDENT
|
4 -
|
E
E
FFECT OF THE AMENDMENT
U
|
4.1
|
The Agreement as amended by this Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.
|
4.2
|
The Agreement will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms.
|
5 -
|
U
CONFIDENTIALITY
U
|
6 -
|
GOVERNING LAW
U
|
6.1
|
THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.
|
6.2
|
IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.
|
7 -
|
U
COUNTERPARTS
|
SPIRIT AIRLINES, INC.
|
|
AIRBUS S.A.S.
|
||
|
|
|
|
|
By:
|
/s/ Edward M. Christie
|
|
By:
|
/s/ Christophe Mourey
|
Its:
|
SVP and CFO
|
|
Its:
|
SVP Contracts
|
CAC ID
|
Aircraft
|
Delivery Period
|
CAC ID
|
Aircraft
|
Delivery Period
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
1 -
|
AMENDMENTS
|
1.1
|
Delivery Stream
|
9.1.1.3
|
The Scheduled Delivery Months for the A320 Group 1 Aircraft and A320 Group 2 Aircraft are as follows:
|
Aircraft
|
Quantity
|
Month
|
Year
|
CAC ID No.
|
|
|
|
|
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 1 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
[***]
|
1.2
|
PRICE
|
2 -
|
CONDITION PRECEDENT
|
3 -
|
E
E
FFECT OF THE AMENDMENT
U
|
3.1
|
The Agreement as amended by this Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.
|
3.2
|
The Agreement will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms.
|
4 -
|
U
CONFIDENTIALITY
U
|
5 -
|
GOVERNING LAW
U
|
5.1
|
THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.
|
5.2
|
IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.
|
6 -
|
U
COUNTERPARTS
|
SPIRIT AIRLINES, INC.
|
|
AIRBUS S.A.S.
|
||
|
|
|
|
|
By:
|
/s/ Edward M. Christie
|
|
By:
|
/s/ Christophe Mourey
|
Its:
|
SVP and CFO
|
|
Its:
|
SVP Contracts
|
Delivery Period
|
Aircraft
|
CAC ID
|
|
Delivery Period
|
Aircraft
|
CAC ID
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
|
[***]
|
A320 NEO Aircraft
|
[***]
|
1 -
|
SCOPE
|
1.1
|
Additional A320 Group 3 Aircraft conversions to Converted A321 Aircraft
|
1.2
|
A320 NEO Aircraft conversions to A321 NEO Aircraft
|
1.3
|
A320 Group 2 Aircraft and A320 Group 3 Aircraft Advancements
|
1.3.1
|
On an exceptional basis and in recognition of the Buyer’s desire to accelerate growth of its fleet of A321 aircraft, the A320 Group 3 Aircraft bearing CAC ID No. [***] which is being converted to a Converted A321 Aircraft through the execution of this Amendment No. 17, is hereby advanced from its original Scheduled Delivery Month of [***] to its new Scheduled Delivery Month of [***].
|
1.3.2
|
In order to streamline the customization process and reduce the period of time during which A320 Group 2 Aircraft and A320 Group 3 Aircraft are being delivered concurrently, the Seller hereby advances the Scheduled Delivery Month of A320 Group 2 Aircraft bearing CAC ID No. [***], from [***] to [***].
|
1.4
|
A320 Group 3 Aircraft Rescheduling
|
2 -
|
AMENDMENTS
|
2.1
|
Definitions
|
2.2
|
Specification
|
2.2.1
|
Clause 2.1 of the Agreement is deleted in its entirety and replaced with the following quoted text:
|
2.1.1
|
The Aircraft will be manufactured in accordance with the following Specifications:
|
Aircraft
|
Specification
|
A319 Aircraft
|
A319 Specification
|
A319 NEO Aircraft
|
A319 Aircraft Iss. 7 Specification
|
A320 Aircraft
|
A320 Specification
|
A320 Group 1 Aircraft
|
A320 Aircraft Iss. 7 Specification
|
A320 Group 2 Aircraft, A320 Group 3 Aircraft
|
A320 Aircraft Iss. 8 Specification
|
A320 NEO Aircraft
|
A320 NEO Aircraft Specification
|
A321 Aircraft
|
A321 Specification
|
A321 Amd 14 Aircraft
|
A321 Aircraft Iss. 5 Specification
|
Converted A321 Aircraft
|
A321 Aircraft Iss. 5 Specification
|
A321 NEO Aircraft
|
A321 Aircraft Iss. 5 Specification
|
|
A319-100
|
A321-200
|
MTOW
|
[***]
|
[***]
|
MLW
|
[***]
|
[***]
|
MZFW
|
[***]
|
[***]
|
Propulsion Systems as per Clause 2.3
|
A319-100
|
A321-200
|
PW
|
[***]
|
[***]
|
2.2.1.1
|
EXHIBIT A-4C to the Agreement is deleted in its entirety and is replaced with the Exhibit A-4C set forth hereto.
|
2.2.1.2
|
EXHIBIT A-4E to the Agreement is deleted in its entirety and is replaced with the Exhibit A-4E set forth hereto.
|
2.3
|
PRICE
|
3 -
|
PRICE
|
3.1
|
Base Price of the Aircraft
|
3.1.1
|
The Base Price of each applicable Aircraft is the sum of:
|
3.1.1.2
|
Base Price of the Airframe
|
3.1.1.2.1
|
INTENTIONALLY LEFT BLANK
|
3.1.1.2.2
|
INTENTIONALLY LEFT BLANK
|
3.1.1.2.3
|
INTENTIONALLY LEFT BLANK
|
3.1.1.2.4
|
INTENTIONALLY LEFT BLANK
|
3.1.1.2.5
|
A320 Group 2 Airframe and A320 Group 3 Airframe
|
(i)
|
The Base Price of the A320 Group 2 Airframe and the Base Price of the A320 Group 3 Airframe, as defined in the A320 Aircraft Iss. 8 Standard Specification (excluding Buyer Furnished Equipment and SCNs) including nacelles and thrust reversers, which is:
|
(ii)
|
the sum of the base prices of any and all SCNs set forth in Exhibit A-4B, which is:
|
|
US$ [***]
|
3.1.1.2.6
|
Base Price of the A320 NEO Airframe
|
(i)
|
The base price of the A320 NEO Airframe as defined in the A320 NEO Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
|
(ii)
|
the sum of the base prices of any and all SCNs set forth in Exhibit A-4C, which is:
|
3.1.1.2.7
|
The “
Base Price of the A319 NEO Airframe
” is the sum of the following base prices:
|
(i)
|
The base price of the A319 NEO Airframe as defined in the A319 Aircraft Iss. 7 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
|
(ii)
|
the sum of the base prices of any and all SCNs (other than Irrevocable SCNs to the extent included in Clause (iii) below) set forth in Exhibit A-4D, which is:
|
(iii)
|
the sum of the base prices of the Irrevocable SCNs set forth in Exhibit A-4D, which is the sum of:
|
(a)
|
The base price of the New Engine Option:
|
(b)
|
The base price of the Sharklets:
|
3.1.1.2.8
|
Base Price of the A321 NEO Airframe
|
(i)
|
The base price of the A321 NEO Airframe as defined in the A321 Aircraft Iss. 5 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
|
(ii)
|
the sum of the base prices of any and all SCNs (other than Irrevocable SCNs to the extent included in Clause (iii) below) set forth in Exhibit A-4E, which is:
|
(iii)
|
the sum of the base prices of the Irrevocable SCNs set forth in Exhibit A-4E, which is the sum of:
|
(a)
|
the base price of the New Engine Option:
|
(b)
|
the base price of the Sharklets:
|
3.1.1.2.9
|
It is hereby agreed and understood between the parties that, upon issuance of the respective Issue 1.0 of the A319 NEO Standard Specification(s) and the A321 NEO Standard Specification, the Airframe Base Price reflecting the Airframe as defined in each such Standard Specification(s) shall correspond to the sum of (i) and (ii) as set forth in respectively Clauses 3.1.1.2.7 and 3.1.1.2.8 above, as applicable
|
3.1.1.2.10
|
A321 Amd 14 Airframe and Converted A321 Airframe
|
(i)
|
The Base Price of the A321 Amd 14 Airframe or the Converted A321 Airframe, as applicable, as defined in the A321 Aircraft Iss. 5 Standard Specification (excluding Buyer Furnished Equipment and SCNs), at delivery conditions prevailing in January 2011, which is:
|
(ii)
|
The Base Price of anticipated SCNs for the A321 Amd 14 Aircraft and the Converted A321 Aircraft as set forth in Exhibit A-4F, at delivery conditions prevailing in January 2011, which is:
|
3.1.1.3
|
Base Price of the Propulsion Systems
|
3.1.1.3.1
|
INTENTIONALLY LEFT BLANK
|
3.1.1.3.2
|
A320 Propulsion Systems
|
3.1.1.3.3
|
A321 Propulsion Systems
|
3.1.1.3.4
|
INTENTIONALLY LEFT BLANK
|
3.1.1.3.5
|
The base price (the “
PW1127G-JM
Base Price
”) of a set of
two (2) Pratt & Whitney PW1127G-JM
engines, at delivery conditions prevailing in January 2011 is:
|
3.1.1.3.6
|
Notwithstanding the foregoing, the Propulsion Systems Reference Prices correspond to the thrust ratings defined for the respective Propulsion Systems in Clause 2.3.2 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
|
3.1.1.3.7
|
INTENTIONALLY LEFT BLANK
|
3.1.1.3.8
|
The base price (the “
PW1124G-JM
Base Price
”) of a set of
two (2) Pratt & Whitney PW1124G-JM
engines, at delivery conditions prevailing in January 2011 is:
|
3.1.1.3.9
|
Notwithstanding the foregoing, the Propulsion Systems Reference Prices correspond to the thrust ratings defined for the respective Propulsion Systems in Clause 2.3.2 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
|
3.1.1.3.10
|
INTENTIONALLY LEFT BLANK
|
3.1.1.3.11
|
The base price (the
"
PW1133G-JM
Base Price")
of a set of
two (2) Pratt & Whitney PW1133G-JM
engines, at delivery conditions prevailing in January 2011 is:
|
3.1.1.3.12
|
Notwithstanding the foregoing, the Propulsion Systems Reference Prices correspond to the thrust ratings defined for the respective Propulsion Systems in Clause 2.3.2 and may be revised to reflect thrust rating adjustments upon final NEO specification freeze.
|
3.2
|
Final Contract Price
|
3.2.1
|
INTENTIONALLY LEFT BLANK
|
3.2.2
|
INTENTIONALLY LEFT BLANK
|
3.2.3
|
INTENTIONALLY LEFT BLANK
|
3.2.4
|
The Final Contract Price of an A320 Group 2 Aircraft, A320 Group 3 Aircraft, A321 Amd 14 Aircraft or Converted A321 Aircraft will be the sum of:
|
(i)
|
The Base Price of the A320 Group 2 Airframe, A320 Group 3 Airframe, A321 Amd 14 Airframe or Converted A321 Airframe, as applicable, as adjusted to the Delivery Date of such Aircraft, in accordance with the Seller Price Revision Formula 2011;
|
(ii)
|
the price of any SCNs for the A320 Group 2 Aircraft, A320 Group 3 Aircraft, A321 Amd 14 Aircraft or Converted
A321 Aircraft, as applicable, entered into after the date of signature of this Agreement, as adjusted to the Delivery Date of such Aircraft, in accordance with the Seller Price Revision Formula 2011;
|
(iii)
|
the Reference Price of the A320 Propulsion Systems constituting a part of such A320 Group 2 Aircraft or A320 Group 3 Aircraft, or the A321 Propulsion System constituting a part of such A321 Amd 14 Aircraft or Converted A321 Aircraft, as applicable, and as adjusted to the Delivery Date of such Aircraft, in accordance with the Propulsion Systems Price Revision Formula;
|
(iv)
|
the aggregate of all increases or decreases to the Propulsion Systems Reference Price as agreed in any Specification Change Notice or part thereof applicable to the Propulsion Systems subsequent to the date of this Agreement as revised as of the Delivery Date in accordance with Clause 4.2; and
|
(v)
|
any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the A320 Group 2 Aircraft, A320 Group 3 Aircraft, A321 Amd 14 Aircraft or Converted A321 Aircraft, as applicable.”
|
3.2.5
|
The Final Contract Price of an A320 NEO Aircraft will be the sum of:
|
(i)
|
The Base Price of the A320 NEO Airframe, as adjusted to the Delivery Date of such A320 NEO Aircraft in accordance with the Seller Price Revision Formula 2011;
|
(ii)
|
the price of any SCNs for the A320 NEO Aircraft entered into after the date of signature of this Amendment, as adjusted to the Delivery Date of such A320 NEO Aircraft in accordance with the Seller Price Revision Formula 2011;
|
(iii)
|
the Propulsion Systems Reference Price, as adjusted to the Delivery Date of such A320 NEO Aircraft in accordance with the relevant Propulsion Systems Price Revision Formula;
|
(iv)
|
the aggregate of all increases or decreases to the Propulsion Systems Reference Price as agreed in any Specification Change Notice or part thereof applicable to the Propulsion Systems subsequent to the date of this Agreement as revised as of the Delivery Date in accordance with Clause 4.2; and
|
(v)
|
any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the A320 NEO Aircraft.
|
3.2.6
|
The Final Contract Price of an A319 NEO Aircraft will be the sum of:
|
(i)
|
The Base Price of the A319 NEO Airframe, as adjusted to the Delivery Date of such A319 NEO Aircraft in accordance with the Seller Price Revision Formula 2011;
|
(ii)
|
the price of any SCNs for the A319 NEO Aircraft entered into after the date of signature of this Amendment, as adjusted to the Delivery Date of such A319 NEO Aircraft in accordance with the Seller Price Revision Formula 2011;
|
(iii)
|
the Propulsion Systems Reference Price, as adjusted to the Delivery Date of such A319 NEO Aircraft in accordance with the relevant Propulsion Systems Price Revision Formula;
|
(iv)
|
the aggregate of all increases or decreases to the Propulsion Systems Reference Price as agreed in any Specification Change Notice or part thereof applicable to the A319 NEO Propulsion Systems subsequent to the date of this Agreement as revised as of the Delivery Date in accordance with Clause 4.2; and
|
(v)
|
any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the A319 NEO Aircraft.
|
3.2.7
|
The Final Contract Price of an A321 NEO Aircraft will be the sum of:
|
(i)
|
The Base Price of the A321 NEO Airframe, as adjusted to the Delivery Date of such A321 NEO Aircraft in accordance with the Seller Price Revision Formula 2011;
|
(ii)
|
the price of any SCNs for the A321 NEO Aircraft entered into after the date of signature of this Amendment, as adjusted to the Delivery Date of such A321 NEO Aircraft in accordance with the Seller Price Revision Formula 2011;
|
(iii)
|
the Propulsion Systems Reference Price, as adjusted to the Delivery Date of such A321 NEO Aircraft in accordance with the relevant Propulsion Systems Price Revision Formula;
|
(iv)
|
the aggregate of all increases or decreases to the Propulsion Systems Reference Price as agreed in any Specification Change Notice or part thereof applicable to the A321 NEO Propulsion Systems subsequent to the date of this Agreement as revised as of the Delivery Date in accordance with Clause 4.2; and
|
(v)
|
any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the A321 NEO Aircraft.
|
2.4
|
Payment terms
|
2.4.1
|
Clause 5.2.2 of the Agreement is deleted in its entirety and is replaced with the following:
|
2.4.2
|
Predelivery Payments
|
2.4.2.1
|
Prior to signature of this Amendment No. 17 to the Agreement, the Buyer has paid and the Seller has received Predelivery Payments amounting to US$
[***]
(US dollars
[***]
) in respect of the Amendment 17 Aircraft.
|
2.4.2.2
|
Upon signature of this Amendment No. 17 to the Agreement, the Predelivery Payments due in respect of the Amendment No. 17 Aircraft are detailed under the “Due Predelivery Payments” column in table 1.
|
Aircraft
|
CAC ID
|
Converted/Advanced/Rescheduled
|
Due Predelivery Payments
|
A320
|
[***]
|
[***]
|
[***]
|
A320
|
[***]
|
[***]
|
[***]
|
A320
|
[***]
|
[***]
|
[***]
|
A320
|
[***]
|
[***]
|
[***]
|
A320
|
[***]
|
[***]
|
[***]
|
A320
|
[***]
|
[***]
|
[***]
|
A320
|
[***]
|
[***]
|
[***]
|
A320
|
[***]
|
[***]
|
[***]
|
A320
|
[***]
|
[***]
|
[***]
|
A320
|
[***]
|
[***]
|
[***]
|
A320
|
[***]
|
[***]
|
[***]
|
A320
|
[***]
|
[***]
|
[***]
|
A320
|
[***]
|
[***]
|
[***]
|
Total
|
[***]
|
2.5.1
|
Clauses 9.1.1.3, 9.1.1.4 and 9.1.1.5 of the Agreement are deleted in their entirety and are replaced with the following quoted text:
|
Year
|
Delivery Period
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
Year
|
Delivery Period
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
Year
|
Delivery Period
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
2.5.2
|
For ease of reference, Clause 9.1.1.7 in the quoted text below is hereby added to the Agreement.
|
Year
|
Delivery Period
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
3 -
|
PROPULSION SYSTEMS COMMERCIAL TERMS
|
4 -
|
CONDITION PRECEDENT
|
5 -
|
EFFECT OF THE AMENDMENT
U
|
5.1
|
The Agreement as amended by this Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.
|
5.2
|
The Agreement will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms.
|
6 -
|
U
CONFIDENTIALITY
U
|
7 -
|
GOVERNING LAW
U
|
7.1
|
THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.
|
7.2
|
IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.
|
8 -
|
U
COUNTERPARTS
|
SPIRIT AIRLINES A320NEO CUSTOMIZATION BUDGET PROPOSAL
|
|
|
||
Based on A320-200N Standard Spec Issue 1.0
|
|
|
||
New Engine Option (NEO) A320-200
|
|
|
||
|
|
|
|
|
LIST OF ADDITIONAL SCNS
|
|
|
||
NB: Certain options from the currently available Airbus catalogues may not be applicable and/or certified for Aircraft equipped with New Engine Option in 2016 and 2017.
|
A320-200N
|
|
||
ATA
|
TITLE
|
SCN Budget
$US DC01/11 per aircraft |
Estimated BFE Budget
$US DC01/11 per aircraft |
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
|
|
|
|
|
|
|
TOTAL OF ADDITIONAL SCNS AND ESTIMATED BFE BUDGET - $US DC01/2011 PER AIRCRAFT
|
[***]
|
[***]
|
|
|
|
|
|
|
(**) : The indicated thrust is the Airbus Equivalent Thrust at Mach number 0.25 / ISA +15C / sea level thrust divided by 0.8 (representative of sea level aircraft performance).
|
||||
It may differ from the nominal thrust that will be eventually indicated by the engine manufacturer.
|
|
|
1
|
AMENDMENTS
|
1.1
|
CREDIT MEMORANDUMS
|
1.2
|
SAVE CREDIT
|
6.1
|
[***].
|
6.2
|
[***].
|
6.3
|
The Save Credit will be deemed an A320 Group 3 Aircraft and Converted A321 Aircraft Credit Memoranda as set forth in Paragraph 2 of this Letter Agreement.
|
2
|
ASSIGNMENT
|
3
|
CONFIDENTIALITY
|
4
|
GOVERNING LAW
|
5
|
COUNTERPARTS
|
1
|
AMENDMENTS
|
Payment Date
|
Percentage of Predelivery Payment
Reference Price
|
|
1
st
Payment
|
Upon Signature of Amendment No. 4 to the Agreement, in respect of each A320 Group 2 Aircraft
|
[***]
|
|
No later than the [***] Working Day of the following months:
|
|
2
nd
Payment
|
The [***] month before the Scheduled Delivery Month of each A320 Group 2 Aircraft as set forth in this Agreement.
|
[***]
|
3
rd
Payment
|
The [***] month before the Scheduled Delivery Month of each A320 Group 2 Aircraft as set forth in this Agreement.
|
[***]
|
4
th
Payment
|
The [***] month before the Scheduled Delivery Month of each A320 Group 2 Aircraft as set forth in this Agreement.
|
[***]
|
5
th
Payment
|
The [***] month before the Scheduled Delivery Month of each A320 Group 2 Aircraft as set forth in this Agreement.
|
[***]
|
6
th
Payment
|
The [***] month before the Scheduled Delivery Month of each A320 Group 2 Aircraft as set forth in this Agreement.
|
[***]
|
TOTAL PAYMENT PRIOR TO DELIVERY
|
[***]
|
Payment Date
|
Percentage of Predelivery Payment
Reference Price
|
|
1
st
Payment
|
Upon the Effective Date (as such term is defined in Letter Agreement No. 8 to the Amendment)
in respect of each A320 Group 3 Aircraft
|
[***]
|
|
No later than the [***] Working Day of the following months:
|
|
2
nd
Payment
|
The [***] month before the Scheduled Delivery Month of each A320 Group 3 Aircraft as set forth in this Agreement.
|
[***]
|
3
rd
Payment
|
The [***] month before the Scheduled Delivery Month of each A320 Group 3 Aircraft as set forth in this Agreement.
|
[***]
|
4
th
Payment
|
The [***] month before the Scheduled Delivery Month of each A320 Group 3 Aircraft as set forth in this Agreement.
|
[***]
|
5
th
Payment
|
The [***] month before the Scheduled Delivery Month of each A320 Group 3 Aircraft as set forth in this Agreement.
|
[***]
|
6
th
Payment
|
The [***] month before the Scheduled Delivery Month of each A320 Group 3 Aircraft as set forth in this Agreement.
|
[***]
|
TOTAL PAYMENT PRIOR TO DELIVERY
|
[***]
|
2
|
ASSIGNMENT
|
3
|
CONFIDENTIALITY
|
4
|
GOVERNING LAW
|
5
|
COUNTERPARTS
|
1
|
AMENDMENT
|
1.1
|
Appendix A-1 to Clause 16 of the Agreement is deleted in its entirety and replaced by the revised Appendix A-1 set forth hereto.
|
1
|
FLIGHT OPERATIONS TRAINING
|
1.1
|
Flight Crew Training
|
1.2
|
Low Visibility Operations Training
|
1.3
|
Flight Crew Line Initial Operating Experience
|
1.4
|
Type Specific Cabin Crew Training Course
|
2
|
PERFORMANCE / OPERATIONS COURSE(S)
|
3
|
MAINTENANCE TRAINING
|
3.1
|
The Seller will provide to the Buyer [***] trainee [***] of maintenance training [***] for the Buyer’s personnel in consideration of the Buyer’s order for A320 Group 3 Aircraft, Converted A321 Aircraft and NEO Aircraft.
|
3.2
|
The Seller will provide to the Buyer [***] Engine Run-up course.
|
4
|
TRAINEE DAYS ACCOUNTING
|
4.1
|
For instruction at the Seller’s Training Centers: [***] day of instruction for [***] trainee equals [***] trainee day. The number of trainees originally registered at the beginning of the course will be counted as the number of trainees to have taken the course.
|
4.2
|
For instruction outside of the Seller’s Training Centers: [***] day of instruction by [***] Seller Instructor equals the actual number of trainees attending the course or a minimum of [***] trainee days, except for structure maintenance training course(s).
|
4.3
|
For structure maintenance training courses outside the Seller’s Training Center(s), [***] day of instruction by [***] Seller Instructor equals the actual number of trainees attending the course or the minimum number of trainees as indicated in the Seller’s Customer Services Catalog.
|
4.4
|
For practical training, whether on training devices or on aircraft, [***] day of instruction by [***] Seller Instructor equals the actual number of trainees attending the course or a minimum of [***] trainee days.
|
15 -
|
ASSIGNMENT
|
16 -
|
CONFIDENTIALITY
|
17 -
|
GOVERNING LAW
|
18 -
|
COUNTERPARTS
|
1
|
AMENDMENT
|
2
|
ASSIGNMENT
|
3
|
CONFIDENTIALITY
|
4
|
GOVERNING LAW
|
5
|
COUNTERPARTS
|
1
|
AMENDMENTS
|
1.1
|
CREDIT MEMORANDUMS
|
1.1.1
|
In consideration of the Buyer’s order for [***] A321 Amd 14 Aircraft, upon delivery of each A320 Group 3 Aircraft, the Seller will provide the Buyer with [***].
|
1.1.2
|
[***]
|
1.1.3
|
[***]
|
1.2
|
SAVE CREDIT
|
6.1
|
[***].
|
6.2
|
[***].
|
6.3
|
The Save Credit will be deemed an A320 Group 3 Aircraft and Converted A321 Aircraft Credit Memoranda as set forth in Paragraph 2 of this Letter Agreement.
|
2
|
ASSIGNMENT
|
3
|
CONFIDENTIALITY
|
4
|
GOVERNING LAW
|
5
|
COUNTERPARTS
|
1
|
AMENDMENT
|
2
|
ASSIGNMENT
|
3
|
CONFIDENTIALITY
|
4
|
GOVERNING LAW
|
5
|
COUNTERPARTS
|
1
|
FLIGHT OPERATIONS TRAINING
|
1.1
|
Flight Crew Training
|
1.2
|
Low Visibility Operations Training
|
1.3
|
Flight Crew Line Initial Operating Experience
|
1.4
|
Type Specific Cabin Crew Training Course
|
2
|
PERFORMANCE / OPERATIONS COURSE(S)
|
3
|
MAINTENANCE TRAINING
|
3.1
|
The Seller will provide to the Buyer [***] trainee days of maintenance training [***] for the Buyer’s personnel in consideration of the Buyer’s order for A320 Group 3 Aircraft, Converted A321 Aircraft and NEO Aircraft.
|
3.2
|
The Seller will provide to the Buyer [***] Engine Run-up course.
|
4
|
TRAINEE DAYS ACCOUNTING
|
4.1
|
For instruction at the Seller’s Training Centers: [***] day of instruction for [***] trainee equals [***] trainee day. The number of trainees originally registered at the beginning of the course will be counted as the number of trainees to have taken the course.
|
4.2
|
For instruction outside of the Seller’s Training Centers: [***] day of instruction by [***] Seller Instructor equals the actual number of trainees attending the course or a minimum of [***] trainee days, except for structure maintenance training course(s).
|
4.3
|
For structure maintenance training courses outside the Seller’s Training Center(s), [***] day of instruction by [***] Seller Instructor equals the actual number of trainees attending the course or the minimum number of trainees as indicated in the Seller’s Customer Services Catalog.
|
4.4
|
For practical training, whether on training devices or on aircraft, [***] day of instruction by [***] Seller Instructor equals the actual number of trainees attending the course or a minimum of [***] trainee days.
|
1 -
|
AMENDMENTS
|
1.1
|
Delivery Stream
|
1.1.1
|
Clauses 9.1.1.3, 9.1.1.4 and 9.1.1.5 of the Agreement are deleted in their entirety and are replaced with the following quoted text:
|
Year
|
Scheduled Delivery Month
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
Year
|
Scheduled Delivery Month/Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
Year
|
Scheduled Delivery Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
1.1.2
|
Clause 9.1.1.7 of the Agreement is hereby deleted in its entirety and is replaced with the following quoted text:
|
Year
|
Scheduled Delivery Month/Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 2 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
2 -
|
E
E
FFECT OF THE AMENDMENT
U
|
2.1
|
The Agreement as amended by this Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.
|
2.2
|
The Agreement will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms.
|
3 -
|
U
CONFIDENTIALITY
U
|
4 -
|
GOVERNING LAW
U
|
4.1
|
THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.
|
4.2
|
IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.
|
5 -
|
U
COUNTERPARTS
|
SPIRIT AIRLINES, INC.
|
|
AIRBUS S.A.S.
|
||
|
|
|
|
|
By:
|
/s/ Edward M. Christie
|
|
By:
|
/s/ Christophe Mourey
|
Its:
|
SVP and CFO
|
|
Its:
|
SVP Contracts
|
1 -
|
AMENDMENTS
|
1.1
|
Delivery Schedule
|
1.1.1
|
The Schedule Delivery Month for the A320 Group 3 Aircraft bearing CAC id No. [***] is advanced from [***] to [***] and the Scheduled Delivery Month for A320 Group 3 Aircraft bearing CAC id No. [***] is advanced from [***] to [***]. Clauses 9.1.1.3, 9.1.1.4 and 9.1.1.5 of the Agreement are therefore deleted in their entirety and are replaced with the following quoted text:
|
Year
|
Scheduled Delivery
|
Aircraft
|
CAC
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
Year
|
Scheduled Delivery Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
Year
|
Scheduled Delivery Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
1.1.2
|
Clause 9.1.1.7 of the Agreement is hereby deleted in its entirety and is replaced with the following quoted text:
|
Year
|
Scheduled Delivery Month/Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
Year
|
Scheduled Delivery Month/Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
2014 Converted A321 NEO Aircraft
|
[***]
|
Year
|
Scheduled Delivery Month/Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
2013 Converted Aircraft (A321 NEO)
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
1.2
|
Letter Agreement No. 1 to Amendment No. 17
|
2 -
|
CONDITION PRECEDENT
|
3 -
|
EFFECT OF THE AMENDMENT
|
3.1
|
The Agreement as amended by this Amendment contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller regarding such subject matter.
|
3.2
|
The Agreement will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms.
|
4 -
|
CONFIDENTIALITY
|
5 -
|
GOVERNING LAW
|
5.1
|
THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.
|
5.2
|
IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.
|
6 -
|
COUNTERPARTS
|
SPIRIT AIRLINES, INC.
|
|
AIRBUS S.A.S.
|
||
|
|
|
|
|
By:
|
/s/ Edward M. Christie
|
|
By:
|
/s/ Benoit de Saint-Exupery
|
Its:
|
SVP and CFO
|
|
Its:
|
VP Contracts
|
1
|
AMENDMENTS
|
1.1
|
Definitions
|
1.2
|
Specification
|
2.1.1
|
The Aircraft will be manufactured in accordance with the following Specifications:
|
Aircraft
|
Specification
|
Exhibit
|
A319 NEO Aircraft
|
A319 NEO Specification
|
A-4D
|
A320 Group 3 Aircraft
|
A320 Aircraft Iss. 8 Specification
|
A-4B
|
A320 NEO Aircraft
|
A320 NEO Specification
|
A-4C
|
A321 Amd 14 Aircraft and Converted A321 Aircraft
|
A321 Aircraft Iss. 5 Specification
|
A-4F
|
A321 NEO Aircraft
|
A321 NEO Specification
|
A-4E
|
2.2.2.2
|
In the event of the Seller revising the Specification to incorporate Development Changes which have no adverse effect on any of the elements as set forth in Clause 2.2.2.1 above, such revision will be performed by the Seller without the Buyer’s consent.
|
2.2.2.3
|
INTENTIONALLY LEFT BLANK
|
2.3.1 (i)
|
Each A320 Group 3 Airframe will be equipped with an A320 Propulsion System, and
|
(ii)
|
Each A321 Amd 14 Airframe and Converted A321 Airframe will be equipped with an A321 Propulsion System.
|
2.3.2
|
NEO Propulsion Systems
|
(i)
|
Each A319 NEO Airframe will be equipped with a set of two (2) IAE LLC (“
IAE LLC
”) PW1124G-JM engines, with an AET of [***] lbf. (such set, upon selection, an “
A319 NEO Propulsion System
”).
|
(ii)
|
Each A320 NEO Airframe will be equipped with a set of two (2) IAE LLC PW1127G-JM engines, with an AET of [***] lbf. (such set, upon selection, an “
A320 NEO Propulsion System
”).
|
(iii)
|
Each A321 NEO Airframe will be equipped with a set of two (2) IAE LLC PW1133G-JM engines, with an AET of [***] lbf. (such set, upon selection, an “
A321 NEO Propulsion System
”).
|
2.4.1
|
Within a reasonable period following signature of the Agreement, the Seller shall provide the Buyer with a customization milestones chart (the “
Customization Milestone Chart
”), setting out how far in advance of the Scheduled Delivery Month of the Aircraft an SCN must be executed in order to integrate into the Specification any items requested by the Buyer from the Seller’s catalogues of Specification change options (the “
Option Catalogues
”).
|
1.3
|
Price
|
(i)
|
The base price of the A320 Group 3 Airframe, as defined in the A320 Aircraft Iss. 8 Standard Specification (excluding Buyer Furnished Equipment and SCNs) including nacelles and thrust reversers, which is:
|
(ii)
|
the sum of the base prices of all SCNs set forth in Exhibit A-4B, which is:
|
|
US$ [***]
|
(i)
|
The base price of the A320 NEO Airframe as defined in the A320 NEO Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
|
(ii)
|
the sum of the base prices of all SCNs set forth in Exhibit A-4C, which is:
|
(i)
|
The base price of the A319 NEO Airframe as defined in the A319 NEO Standard Specification, Issue 1 (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
|
(ii)
|
the sum of the base prices of all SCNs set forth in Exhibit A-4D, which is:
|
(i)
|
The base price of the A321 NEO Airframe as defined in the A321 NEO Standard Specification, Issue 1 (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, which is:
|
(ii)
|
the sum of the base prices of all SCNs set forth in Exhibit A-4E, which is:
|
(i)
|
The base price of the A321 Amd 14 Airframe and the Converted A321 Airframe, as applicable, as defined in the A321 Aircraft Iss. 5 Standard Specification (excluding Buyer Furnished Equipment and SCNs), at delivery conditions prevailing in January 2011, which is:
|
(ii)
|
the sum of the bases prices of all SCNs set forth in Exhibit A-4F, which is:
|
(i)
|
The Base Price of the A320 Group 3 Airframe, A321 Amd 14 Airframe or Converted A321 Airframe, as applicable, as adjusted to the Delivery Date of such Aircraft, in accordance with the Seller Price Revision Formula 2011;
|
(ii)
|
the aggregate of all increases or decreases to the Base Price of the A320 Group 3 Airframe, Base Price of the A321 Amd 14 Airframe or Base Price of the Converted
A321 Airframe as applicable, as agreed in any SCN or part thereof applicable to such Airframe subsequent to the date of signature of
|
(iii)
|
the V2527-A5 Reference Price or the V2533-A5 Reference Price as applicable, as adjusted to the Delivery Date of such Aircraft, in accordance with the applicable Propulsion Systems Price Revision Formula;
|
(iv)
|
the aggregate of all increases or decreases to the V2527-A5 Reference Price or V2533-A5 Reference Price as applicable, and as agreed in any SCN or part thereof applicable to the Propulsion Systems subsequent to the date of this Agreement, as adjusted to the Delivery Date in accordance with the applicable Propulsion Systems Price Revision Formula; and
|
(v)
|
any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the A320 Group 3 Aircraft, A321 Amd 14 Aircraft or Converted A321 Aircraft, as applicable.
|
(i)
|
The Base Price of the A320 NEO Airframe, as adjusted to the Delivery Date of such A320 NEO Aircraft in accordance with the Seller Price Revision Formula 2011;
|
(ii)
|
the aggregate of all increases or decreases to the Base Price of the A320 NEO Airframe as agreed in any SCN or part thereof subsequent to the date of signature of the Agreement, as adjusted to the Delivery Date of such A320 NEO Aircraft in accordance with the Seller Price Revision Formula 2011;
|
(iii)
|
the PW1127G-JM Reference Price, as adjusted to the Delivery Date of such A320 NEO Aircraft in accordance with the applicable Propulsion Systems Price Revision Formula;
|
(iv)
|
the aggregate of all increases or decreases to the PW1127G-JM Reference Price as agreed in any SCN or part thereof applicable to the A320 NEO Propulsion Systems subsequent to the date of this Agreement, as adjusted to the Delivery Date in accordance with the applicable Propulsion Systems Price Revision Formula; and
|
(v)
|
any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the A320 NEO Aircraft.
|
(i)
|
The Base Price of the A319 NEO Airframe, as adjusted to the Delivery Date of such A319 NEO Aircraft in accordance with the Seller Price Revision Formula 2011;
|
(ii)
|
the aggregate of all increases or decreases to the Base Price of the A319 NEO Airframe as agreed in any SCN or part thereof subsequent to the date of signature of this Agreement, as adjusted to the Delivery Date of such A319 NEO Aircraft in accordance with the Seller Price Revision Formula 2011;
|
(iii)
|
the PW1124G-JM Reference Price, as adjusted to the Delivery Date of such A319 NEO Aircraft in accordance with the applicable Propulsion Systems Price Revision Formula;
|
(iv)
|
the aggregate of all increases or decreases to the PW1124G-JM Reference Price as agreed in any SCN or part thereof applicable to the A319 NEO Propulsion Systems subsequent to the date of this Agreement, as adjusted to the Delivery Date in accordance with the applicable Propulsion Systems Price Revision Formula; and
|
(v)
|
any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the A319 NEO Aircraft.
|
(i)
|
The Base Price of the A321 NEO Airframe, as adjusted to the Delivery Date of such A321 NEO Aircraft in accordance with the Seller Price Revision Formula 2011;
|
(ii)
|
the aggregate of all increase or decreases to the A321 NEO Airframe Base Price as agreed in any SCN or part thereof applicable to the A321 NEO Airframe subsequent to the date of this Agreement, as adjusted to the Delivery Date of such A321 NEO Aircraft in accordance with the Seller Price Revision Formula 2011;
|
(iii)
|
the PW1133G-JM Reference Price, as adjusted to the Delivery Date of such A321 NEO Aircraft in accordance with the applicable Propulsion Systems Price Revision Formula;
|
(iv)
|
the aggregate of all increases or decreases to the PW1133G-JM Reference Price as agreed in any SCN or part thereof applicable to the A321 NEO Propulsion Systems subsequent to the date of this Agreement, as adjusted to
|
(v)
|
any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller relating to the A321 NEO Aircraft.
|
3.3.1
|
The Seller will pay any and all taxes, duties, imposts or similar charges of any nature whatsoever, except for taxes based on or measured by the income of the Buyer or any taxes of a similar nature or charges levied against the Buyer or its Affiliates for the privilege of doing business in any jurisdiction, that are (i) imposed upon the Buyer, (ii) imposed upon the Seller with an obligation on the Buyer to withhold or collect the amount thereof from the Seller or (iii) imposed upon the Buyer with an obligation on the Seller to withhold or collect such amount from the Buyer, and that are levied, assessed, charged or collected for or in connection with the fabrication, manufacture, modification, assembly, sale, delivery, use of or payment under this Agreement for any Aircraft, component, accessory, equipment or part delivered or furnished hereunder, provided such taxes, duties, imposts or similar charges have been promulgated and are enforceable under the laws of the country of the Delivery Location and/or the country of manufacture, modification, assembly, sale, delivery, use of or payment for any part, component, accessory, equipment or system installed on the Aircraft on or before Delivery of such Aircraft.
|
3.3.2
|
The Buyer will pay any and all taxes, duties, imposts or similar charges of any nature whatsoever, except for taxes based on or measured by the income of the Seller or Associated Contractors or any taxes of a similar nature or charges levied against the Seller or its Affiliates or Associated Contractors for the privilege of doing business in any jurisdiction, that are (i) imposed upon the Seller, (ii) imposed upon the Buyer with an obligation on the Seller to collect the amount thereof for the Buyer or (iii) imposed upon the Seller with an obligation for the Buyer to withhold such amount from the Seller, and that are levied, assessed, charged or collected for or in connection with the fabrication, manufacture, modification, assembly, sale, delivery or use of or payment under this Agreement for any Aircraft, component, accessory, equipment or part delivered or furnished hereunder, provided such taxes, duties, imposts or similar charges have been levied, assessed, charged or collected under laws promulgated and enforceable in countries other than the country of the applicable Delivery Location and/or the country of manufacture, modification, assembly, sale,
|
3.3.3
|
The Seller will arrange for the exportation of the Aircraft from the country of the Delivery Location and will pay any customs duties, taxes and fees required to be paid with respect to such exportation of the Aircraft.
|
3.3.4
|
The Buyer will arrange for the importation of the Aircraft into any country or jurisdiction and will pay any customs duties, taxes and fees required to be paid with respect to such importation of the Aircraft.
|
1.4
|
A321 NEO Aircraft Downconversion
|
1.5
|
Aircraft Deferrals
|
1.5.1
|
In consideration of the Seller agreeing to the Downconversion, the Scheduled Delivery Months for the following Aircraft (the “
Deferred Aircraft
”) are amended as follows:
|
(i)
|
The Scheduled Delivery Month for A321 Amd 14 Aircraft bearing CAC ID No.
[***]
is amended from
[***]
to
[***]
, and
|
(ii)
|
The Scheduled Delivery Month for A320 Group 3 Aircraft bearing CAC ID No.
[***]
is amended from
[***]
to
[***]
, and
|
(iii)
|
The Scheduled Delivery Month for A320 Group 3 Aircraft bearing CAC ID No.
[***]
is amended from
[***]
to
[***]
, and
|
(iv)
|
The Scheduled Delivery Month for A320 Group 3 Aircraft bearing CAC ID No.
[***]
is amended from
[***]
to
[***]
, and
|
(v)
|
The Scheduled Delivery Month for A320 Group 3 Aircraft bearing CAC ID No.
[***]
is amended from
[***]
to
[***]
, and
|
(vi)
|
The Scheduled Delivery Month for A320 NEO Aircraft bearing CAC ID No.
[***]
is amended from
[***]
to
[***]
, and
|
(vii)
|
The Scheduled Delivery Month for A320 NEO Aircraft bearing CAC ID No.
[***]
is amended from
[***]
to
[***]
, and
|
(viii)
|
The Scheduled Delivery Month for A320 NEO Aircraft bearing CAC ID No.
[***]
is amended from
[***]
to
[***]
.
|
1.6
|
Predelivery Payments
|
1.7
|
Delivery
|
1.7.1
|
Clauses 9.1.1.3, 9.1.1.4 and 9.1.1.5 of the Agreement are hereby deleted in their entirety and are replaced with the following quoted text:
|
Year
|
Scheduled Delivery Month/Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
Year
|
Scheduled Delivery Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
1.7.2
|
Clause 9.1.1.7 of the Agreement is hereby deleted in its entirety and is replaced with the following quoted text:
|
Year
|
Scheduled Delivery Month/Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
Year
|
Scheduled Delivery Month/Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A321 Amd 14 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
Converted A321 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 Group 3 Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
Year
|
Scheduled Delivery Month/Quarter
|
Aircraft
|
CAC ID
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
[***]
|
[***]
|
A320 NEO Aircraft
|
[***]
|
1.8
|
[***]
|
1.9
|
Amendment 14 Order Credit
|
1.10
|
Mobile Deliveries
|
1.10.1
|
Certificate of Acceptance
|
1.10.2
|
Bill of Sale
|
9.2.1
|
The Seller will transfer title to the Aircraft to the Buyer free and clear of all liens, charges, hypothecations, mortgages and other encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer), provided that the Balance of the Final Contract Price has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. The Seller will provide the Buyer with (a) a bill of sale in (i) the form set forth in Exhibit E-1, if the Delivery Location is in Mobile, Alabama and (ii) in the form set forth in Exhibit E-2, if the Delivery Location is in any place other than Mobile, Alabama (the “
Bill of Sale
”), and/or (b) such other documentation confirming transfer of title and receipt of the Final Contract Price as may reasonably be requested by the Buyer and (c) if Mobile, Alabama is the Delivery Location, a warranty from Airbus S.A.S in the form of Exhibit J (the “
Airbus S.A.S Warranty
”). Property interest in and risk of loss of or damage to the Aircraft will also be transferred to the Buyer on Delivery.
|
1.10.3
|
BFE
|
1.11
|
Exhibits
|
(i)
|
Exhibit A-1B set forth hereto is hereby added to the Agreement.
|
(ii)
|
Exhibit A-3B set forth hereto is hereby added to the Agreement.
|
(iii)
|
Exhibit A-4B to the Agreement is deleted in its entirety and is replaced with the Exhibit A-4B set forth hereto.
|
(iv)
|
Exhibit A-4C to the Agreement is deleted in its entirety and is replaced with the Exhibit A-4C set forth hereto.
|
(v)
|
Exhibit A-4D to the Agreement is deleted in its entirety and is replaced with the Exhibit A-4D set forth hereto.
|
(vi)
|
Exhibit A-4E to the Agreement is deleted in its entirety and is replaced with the Exhibit A-4E set forth hereto.
|
(vii)
|
Exhibit A-4F to the Agreement is deleted in its entirety and is replaced with the Exhibit A-4F set forth hereto.
|
(viii)
|
Exhibit G-2 to the Agreement is deleted in its entirety and is replaced with the Exhibit G-2 set forth hereto.
|
(ix)
|
Exhibit H-4 to the Agreement is deleted in its entirety and us replaced with the Exhibit H-4 set forth hereto.
|
(x)
|
Exhibit D is deleted in its entirety and replaced with Exhibits D-1 and D-2 attached hereto.
|
(xi)
|
Exhibit E is deleted in its entirety and replaced with Exhibits E-1 and E-2 attached hereto.
|
(xii)
|
Exhibit J attached hereto, is hereby added to the Agreement.
|
1.12
|
Table of Contents
|
1.12.1
|
The reference to Exhibit D in the Table of Contents to the Agreement is deleted in its entirety and replaced with the following quoted text:
|
EXHIBIT D-1
|
FORM OF CERTIFICATE OF ACCEPTANCE (MOBILE DELIVERIES)
|
EXHIBIT D-2
|
FORM OF CERTIFICATE OF ACCEPTANCE (BLAGNAC/HAMBURG DELIVERIES)
|
1.12.2
|
The reference to Exhibit E in the Table of Contents to the Agreement is deleted in its entirety and replaced with the following quoted text:
|
EXHIBIT E-1
|
FORM OF BILL OF SALE (MOBILE DELIVERIES)
|
EXHIBIT E-2
|
FORM OF BILL OF SALE (BLAGNAC/HAMBURG DELIVERIES)
|
1.12.3
|
A new reference to Exhibit J is added to the Table of Contents to the Agreement in appropriate alphabetical order with the following quoted text:
|
EXHIBIT J
|
FORM OF AIRBUS S.A.S. WARRANTY
|
2
|
EFFECT OF THE AMENDMENT
|
2.1
|
The Agreement as amended by this Amendment contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller regarding such subject matter.
|
2.2
|
Notwithstanding the provisions of Paragraph 2.1 above, any SCNs executed by the Buyer and the Seller pursuant to Clause 2.2.1 of the Agreement (i) prior to the date hereof and (ii) in respect of any Aircraft which remain to be delivered, shall remain in full force and effect, except as may be otherwise agreed in writing between the Parties.
|
2.3
|
The Agreement will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms.
|
3
|
CONFIDENTIALITY
|
4
|
GOVERNING LAW
|
4.1
|
THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.4 OF THE AGREEMENT.
|
4.2
|
IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT.
|
5
|
COUNTERPARTS
|
SPIRIT AIRLINES, INC.
|
|
AIRBUS S.A.S.
|
||
|
|
|
|
|
By:
|
/s/ Edward Christie
|
|
By:
|
/s/ Chistophe Mourey
|
Its:
|
SVP and CFO
|
|
Its:
|
SVP Contracts
|
18.1.1.1
|
In accordance with the Specification, the Seller shall install those items of equipment that are identified in the Specification as being furnished by the Buyer ("
Buyer Furnished Equipment
" or "
BFE
"), provided that the BFE and the supplier of such BFE (the “
BFE Supplier
”) are referred to in the Airbus BFE Product Catalog valid at the time the BFE Supplier is selected.
|
18.1.1.2
|
Notwithstanding the foregoing and without prejudice to Clause 2.4, if the Buyer wishes to install BFE manufactured by a supplier who is not referred to in the Airbus BFE Product Catalog, the Buyer shall so inform the Seller and the Seller shall conduct a feasibility study of the Buyer’s request, in order to consider approving such supplier, provided that such request is compatible with the Seller’s industrial planning and the associated Scheduled Delivery Month for the Buyer’s Aircraft. In addition, it is a prerequisite to such approval that the considered supplier be qualified by the Seller’s Aviation Authorities to produce equipment for installation on civil aircraft. Any approval of a supplier by the Seller shall be performed at the Buyer’s expense. The Buyer shall cause any BFE supplier approved under this Clause 18.1.1.2 (each an “
Approved BFE Supplier
”) to comply with the conditions set forth in this Clause 18 and specifically Clause 18.2.
|
18.1.2.1
|
The Seller shall advise the Buyer of the dates by which, in the planned release of engineering for the Aircraft, the Seller requires a written detailed engineering definition, encompassing a Declaration of Design and Performance (the “
BFE Engineering Definition
”). The Seller shall provide to the Buyer and/or the BFE Supplier(s), within an appropriate timeframe, the necessary interface documentation to enable the development of the BFE Engineering Definition.
|
18.1.2.2
|
The Seller shall also provide in due time to the Buyer a schedule of dates and the shipping addresses for delivery of the BFE and, where requested by the Seller, additional spare BFE to permit installation in the Aircraft and Delivery of the Aircraft in accordance with the Aircraft delivery schedule. The Buyer shall provide, or cause the BFE Suppliers to provide, the BFE by such dates in a serviceable condition, in order to allow performance of any assembly, installation, test or acceptance process in accordance with the Seller’s industrial schedule. In order to facilitate the follow-up of the timely receipt of BFE, the Buyer shall, upon the Seller’s request, provide to the Seller dates and references of all BFE purchase orders placed by the Buyer.
|
18.1.3
|
Without prejudice to the Buyer’s obligations hereunder, in order to facilitate the development of the BFE Engineering Definition, the Seller shall organize meetings between the Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to provide adequate technical and engineering expertise to reach decisions within the defined timeframe.
|
•
|
to monitor the BFE Suppliers and ensure that they shall enable the Buyer to fulfil its obligations, including but not limited to those set forth in the Customization Milestone Chart;
|
•
|
that, should a timeframe, quality or other type of risk be identified at a given BFE Supplier, the Buyer shall allocate resources to such BFE Supplier so as not to jeopardize the industrial schedule of the Aircraft;
|
•
|
for major BFE, including, but not being limited to, seats, galleys and IFE (“Major BFE”) to participate on a mandatory basis in the specific meetings that take place between BFE Supplier selection and BFE delivery, namely:
|
◦
|
Preliminary Design Review (“
PDR
”),
|
◦
|
Critical Design Review (“
CDR
”);
|
•
|
to attend the First Article Inspection (“
FAI
”) for the first shipset of all Major BFE. Should the Buyer not attend such FAI, the Buyer shall delegate the FAI
|
•
|
to attend the Source Inspection (“
SI
”) that takes place at the BFE Supplier’s premises prior to shipping, for each shipset of all Major BFE. Should the Buyer not attend such SI, the Buyer shall delegate the SI to the BFE Supplier and confirmation thereof shall be brought to the Seller in writing. Should the Buyer not attend the SI, the Buyer shall be deemed to have accepted the conclusions of the BFE Supplier with respect to such SI.
|
18.1.5
|
If the Buyer requests the Seller to supply directly certain items that are considered BFE according to the Specification, and if such request is notified to the Seller in due time in order not to affect the delivery date of the Aircraft, the Seller will agree to order such items subject to the execution of an SCN reflecting the effect on price, escalation adjustment, and any other conditions of the Agreement including a handling charge in the amount of [***] of the cost of the BFE item for any items up
|
•
|
be manufactured by a qualified BFE Supplier, and
|
•
|
meet the requirements of the applicable Specification of the Aircraft, and
|
•
|
be delivered with the relevant certification documentation, including but not limited to the DDP, and
|
•
|
comply with the BFE Engineering Definition, and
|
•
|
comply with applicable requirements incorporated by reference to the Type Certificate and listed in the Type Certificate Data Sheet, and
|
•
|
be approved by the Aviation Authority issuing the Export Airworthiness Certificate and by the Buyer's Aviation Authority for installation and use on the Aircraft at the time of Delivery of the Aircraft, and
|
•
|
not infringe any patent, copyright or other intellectual property right of the Seller or any third party, and
|
•
|
not be subject to any legal obligation or other encumbrance that may prevent, hinder or delay the installation of the BFE in the Aircraft and/or the Delivery of the Aircraft.
|
(ii)
|
complying with Clause 18.2 or in providing the descriptive information or service representatives required by Clause 18.1.1, or
|
(iii)
|
obtaining any required approval for such equipment under the Aviation Authorities’ regulations
|
18.3.2
|
The Buyer will use reasonable commercial efforts to monitor the manufacturing, inspection and timely availability of BFE to meet the Seller’s delivery requirements.
|
(i)
|
if the Buyer discovers that the BFE delivery program is behind schedule and determines in conjunction with the BFE manufacturer that the Seller’s delivery requirements cannot be met, the Buyer will, without delay, notify the Seller of the situation and of the expected delivery dates. The Buyer and Seller will mutually agree on a plan to minimize any additional costs for changes to the Seller’s production program to accommodate the delay in BFE delivery. Any such additional costs will be borne by the Buyer.
|
(ii)
|
provided such delay is in excess of [***] and a mutual agreement with respect to a recovery plan referred to in (i) above has not been reached, in addition to the consequences outlined in Clause 18.3.1, in the event of a delay or failure described in 18.3.1, the Seller, using reasonable efforts to mitigate cost, may select, purchase and install equipment similar to the BFE at issue, in which event the Final Contract Price of the affected Aircraft will also be increased by the actual purchase price of such equipment, plus handling charge in the amount of [***] of the purchase price of the BFE item and the cost of transportation, insurance, packaging and, if required and not already provided for in the price of the Aircraft, for inspection, acceptance, adjustment and calibration; or
|
(iii)
|
if the BFE is delayed more than [***] beyond, or unapproved within, [***] of the date referenced in Clause 18.1.1, then the Seller may deliver or the Buyer may elect to have the Aircraft delivered without the installation of such BFE, notwithstanding the terms of Clause 7.2 insofar as it may otherwise have applied, whereon the Seller will be relieved of all obligations to install such equipment.
|
18.5.1
|
If a termination of this Agreement pursuant to the provisions of Clause 21 hereof occurs with respect to an Aircraft in which all or any part of the BFE has been installed prior to the date of such termination, the Seller will be entitled, but not required, to remove all items of BFE which can be removed without damage to the Aircraft and to undertake commercially reasonable efforts to facilitate the sale of such items of BFE to other customers, retaining and applying the proceeds of such sales to reduce Seller’s damages resulting from the termination.
|
18.5.2
|
The Buyer will cooperate with the Seller in facilitating the sale of BFE pursuant to Clause 18.5.1 above and will be responsible for all reasonable costs incurred by the Seller in removing and facilitating the sale of such BFE. The Buyer will reimburse the Seller for all such reasonable costs within [***] of receiving documentation substantiating such costs from the Seller.
|
18.5.3
|
The Seller will notify the Buyer as to those items of BFE not sold by the Seller pursuant to Clause 18.5.1 above and, at the Seller’s request, the Buyer will undertake to remove such items from the Seller’ facility within [***] of the date of such notice. The Buyer will have no claim against the Seller for damage or destruction of any item of BFE removed from the Aircraft and not removed from Seller’s facility within such period.
|
18.5.4
|
The Buyer will have no claim against the Seller for damage to or destruction of any item of BFE damaged or destroyed in the process of being deinstalled from the Aircraft, provided that the Seller shall have used reasonable care in such deinstallation.
|
18.5.5
|
The Buyer at no cost to the Seller will grant title to the Seller for any BFE items that cannot be removed from the Aircraft without causing damage to the Aircraft or rendering any system in the Aircraft unusable.
|
18.5.6
|
If the termination was not a result of an Excusable Delay attributable to the Buyer or a Buyer Termination Event, the Seller shall pay the Buyer for the cost of such BFE.
|
[***]
|
[***]
|
[***]
|
[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
|
AIRFRAME
:
|
[
ENGINES
/
PROPULSION SYSTEMS
]
:
|
AIRBUS Model A3[•]-[•]
|
[Insert name of engine or propulsion system manufacturer] Model [•]
|
DATE OF MANUFACTURE
:
[•]
|
|
MANUFACTURER'S
SERIAL NUMBER : [•] |
ENGINE SERIAL NUMBERS
:
LH: [•]
RH: [•]
|
REGISTRATION MARK
: [•]
|
|
1.1
|
Base Prices
|
1.2
|
[***]
|
1.3
|
[***]
|
1.4
|
[***]
|
1.5
|
[***]
|
1.5.1
|
[***]
|
1.5.2
|
[***]
|
1.5.3
|
[***]
|
1.5.4
|
[***]
|
1.1
|
Reference Price of the Propulsion Systems
|
1.2
|
[***]
|
1.3
|
[***]
|
1.4
|
[***]
|
1.5
|
[***]
|
1.5.1
|
[***]
|
1.5.2
|
[***]
|
1.5.3
|
[***]
|
1.5.4
|
[***]
|
Date: July 29, 2016
|
/s/ Robert L. Fornaro
|
|
Robert L. Fornaro
|
|
President and Chief Executive Officer
|
Date: July 29, 2016
|
/s/ Edward M. Christie
|
|
Edward M. Christie
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
(i.)
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended
June 30, 2016
(the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii.)
|
the information contained in the Report fairly present, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 29, 2016
|
/s/ Robert L. Fornaro
|
|
Robert L. Fornaro
|
|
President and Chief Executive Officer
|
(i.)
|
the Quarterly Report on Form 10-Q of the Company for the quarter ended
June 30, 2016
(the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
(ii.)
|
the information contained in the Report fairly present, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 29, 2016
|
/s/ Edward M. Christie
|
|
Edward M. Christie
|
|
Senior Vice President and
|
|
Chief Financial Officer
|