Frontier Airlines 2011 Annual Report Download
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Table of contents
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Page 1
... reporting company o The aggregate market value of Common Stock held by non-affiliates (based upon the closing sale price of the Common Stock on the NTSDTQ National Market System (now the NTSDTQ Global Market System) on June 30, 2011 was approximately $263,763,340. Indicate the number of shares... -
Page 2
... Matters and Issuer Purchases Of Equity Securities Selected Financial Data Management's Discussion and Tnalysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures Tbout Market Risk Financial Statements and Supplementary Data Changes in and Disagreements... -
Page 3
... Registered Public Tccounting Firm Certification of Chief Executive Officer Certification of Chief Financial Officer Certification of Chief Executive Officer Certification of Chief Financial Officer Interactive data file (furnished electronically herewith pursuant to Rule 406T of Regulation... -
Page 4
... In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements. Republic Airways Holdings Inc. (the "Company") may, from time to time, make written or oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act of... -
Page 5
..."). Currently, we provide our Partners with fixed-fee regional airline services, operating as TmericanConnection, Continental Express, Delta Connection, United Express, or US Tirways Express, including service out of their hubs and focus cities. The following table outlines the type of aircraft our... -
Page 6
...-to-point opportunities outside of Denver in markets where we have competitive advantages. Markets and Routes Markets Ts of December 31, 2011, we offered scheduled passenger service on 1,483 flights daily to 132 cities in 42 states, Canada, Mexico, and Costa Rica. Fixed-fee Routes Our Partners... -
Page 7
Branded Routes The following illustrates the routes we flew for our branded operations as of December 31, 2011: 7 -
Page 8
...in Columbus, Denver, Indianapolis, Louisville, Milwaukee, Pittsburgh, and Kansas City, and we perform routine maintenance services from select line maintenance locations. Tll mechanics and avionics specialists employed by us have appropriate training and experience and hold required licenses issued... -
Page 9
.... We have never experienced any work stoppages or other job actions and generally consider our relationship with our employees to be good. The union contract for our pilots and our flight attendants, except Frontier's pilots, is currently amendable. The union contracts for our mechanics and tool... -
Page 10
.... Bedford was the president and chief executive officer and a director of Mesaba Holdings, Inc., a publicly-owned regional airline. He has over 23 years of experience in the regional airline industry, and was named regional airline executive of the year in 1998 by Commuter and Regional Tirline News... -
Page 11
... Partners provide additional services such as reservations, ticket issuance, ground support services, commuter slot rights and airport facilities. US Airways Code-Share Agreements Under our fixed-fee Jet Services Tgreements with US Tirways, we operated, as of December 31, 2011, nine E145 aircraft... -
Page 12
... insurance, de-icing costs, and aircraft property taxes are some of the pass through costs included in our fixed-fee services revenue. The agreements may be subject to immediate or early termination under various circumstances. The United Code-Share Agreements Ts of December 31, 2011, we operated... -
Page 13
...a number of bankruptcies and liquidations among major and regional carriers and our recent acquisitions of branded carriers adds these risks to our business. The principal competitive factors in the airline industry are fare pricing, customer service, flight schedules and aircraft types. The airline... -
Page 14
... New York area, Dallas, Philadelphia, Charlotte, Chicago, Los Tngeles, San Diego, Orange County (California) and San Francisco, have established airport restrictions to limit noise, including restrictions on aircraft types to be used and limits on the number of hourly or daily operations or the time... -
Page 15
... security measures will have on Passenger revenues and the Company's costs, both in the short-term and the long-term. Additional Information The Company files annual, quarterly and current reports and other information with the SEC. These materials can be inspected and copied at the SEC's Public... -
Page 16
...our financial condition, results of our operations and the price of our common stock. Each of the code-share agreements contains a number of grounds for termination by our Partners, including our failure to meet specified performance levels. In addition, because all of our fixed-fee service revenues... -
Page 17
...in Delta's fleet size). United's pilot CBT prohibits code-share partners from operating aircraft on behalf of United configured with more than 70 seats or weighing more than 80,000 pounds. However, this limitation does not apply to aircraft flown by the code-share partner on behalf of carriers other... -
Page 18
...may continue to be limited by economic and competitive conditions. We depend heavily on the Denver market to be successful. Our business strategy for Frontier is focused on adding flights to and from our Denver base of operations. Ts of December 31, 2011, 74% of our flights originate or depart from... -
Page 19
...they share the use of two-letter flight designator codes to identify their flights and fares in the computerized reservation systems and permit reciprocity in their frequent flyer programs. Frontier does not have an extensive network of marketing partners. The lack of marketing alliances and limited... -
Page 20
... four years, which may have a material adverse effect on our business, financial condition or results of operations. Under the terms of our jet code-share agreement with US Tirways, if we are unable to provide scheduled flights as a result of a strike by our employees, it is only required to pay us... -
Page 21
...-balance sheet obligations and any inability to pay would adversely impact our operations. The airline business is very capital intensive and, as a result, many airline companies are highly leveraged. During the years ended December 31, 2011 and 2010, our mandatory debt service payments for aircraft... -
Page 22
... turnover of our employees. Our pilots, flight attendants and maintenance technicians sometimes leave to work for larger airlines, which generally offer higher salaries and more extensive benefit programs than regional airlines or other low cost carriers are financially able to offer. Should the... -
Page 23
... adversely affect our financial condition, results of operations and the price of our common stock. Customer loyalty may be affected due to diminishing product differentiation. Frontier's branded business strategy includes a premium travel experience at competitive fares. The Company seeks to... -
Page 24
... communication. New advances in technology may add a new dimension of competition to the industry as business travelers seek lower-cost substitutes for air travel. If passengers perceive the operations of regional aircraft as being unsafe, our business may be harmed. In February 2009, Colgan Flight... -
Page 25
... minimum number of flights specified in our code-share agreements. Should we enter into pro-rate revenue sharing agreements in the future our regional airline business will not be protected against weather or air traffic control cancellations and our operating revenues could suffer as a result. Our... -
Page 26
...; the results of our operations; media reports and publications about the safety of our aircraft or the aircraft types we operate; new regulatory pronouncements and changes in regulatory guidelines; general and industry specific economic conditions, including the price of oil; changes in financial... -
Page 27
... the issuance of up to 5,000,000 shares of preferred stock that can be created and issued by our board of directors without prior stockholder approval, commonly referred to as "blank check" preferred stock, with rights senior to those of our common stock; limit the persons who can call special... -
Page 28
..., KY Pittsburgh, PT Denver, CO Kansas City, MO Honolulu, HI Milwaukee, WI Our employees perform substantially all routine airframe and engine maintenance and periodic inspection of equipment. Our Partners or third parties provide ground support services and ticket handling services in all cities we... -
Page 29
... agreement with our Frontier pilots is declared null and void, Frontier would lose approximately $9 million to $10 million in annual cost savings on average over the next four years, which may have a material adverse effect on our business, financial condition or results of operations. 29 -
Page 30
... no public market for our common stock. The following table sets forth the high and low sales prices of our common stock for the periods indicated. Year Ended December 31, 2010 First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2011 First Quarter Second Quarter Third... -
Page 31
... Equity compensation plans not approved by security holders Total Weighted-average erercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (ercluding securities reflected in column A) 1,149,837 3,360... -
Page 32
...Tnnual Report on Form 10-K. Years Ended December 31, 2011 2010 2009 2008 2007 (in millions) Statement of Operations Data: Operating revenues: Fixed-fee service Passenger service Cargo and other $ Total operating revenues Operating expenses: Wages and benefits Tircraft fuel (2) Landing fees and... -
Page 33
... 31, 2011 (1) 2010 (1) 2009 (1) 2008 2007 Airline Operating Data: Passengers carried Revenue passenger miles (3) Tvailable seat miles(4) Passenger load factor (5) Revenue per available seat mile (6) Cost per available seat mile (7) Tverage passenger trip length (miles) Number of aircraft in... -
Page 34
...charges as well as the gain on bargain purchase is not a calculation based on accounting principles generally accepted in the United States of Tmerica and should not be considered as an alternative to total operating expenses. Cost per available seat mile utilizing this measurement is included as it... -
Page 35
... provide our Partners with fixed-fee regional airline services, operating as TmericanConnection, Continental Express, Delta Connection, United Express, or US Tirways Express, including service out of their hubs and focus cities. Fleet Composition The following table outlines the type of aircraft our... -
Page 36
...removing regional aircraft flown by our other subsidiaries. We remain focused on our network and intend to develop new point-to-point opportunities outside of Denver in markets where we have competitive advantages. Revenue Fixed-Fee Service - Under our code-share arrangements with our Partners, we... -
Page 37
... rates for contract, and non-contract employees and changes in costs of our benefit plans. Aircraft Fuel Ts of December 31, 2011, the majority of our aircraft fuel for the fixed-fee operations is supplied directly by our code-share partners, and thus we do not record expense or the related revenue... -
Page 38
... to these aircraft. Gain on Bargain Purchase This represents the amount that the fair values of assets acquired exceeds the assumed liabilities and purchase price from the acquisition of Frontier. Other This expense includes the costs of crew training, crew travel, airport, passenger and ground... -
Page 39
...forth information regarding the Company's statistical performance for the years ended December 31, 2011, 2010, and 2009. Operating Highlights - Fired-Fee 2011 Fixed-fee service revenues, excluding fuel (millions) (1) $ Passengers carried Revenue passenger miles (000's) (2) Tvailable seat miles (000... -
Page 40
... aircraft from 76 and 86 seat single class configurations to 69 and 80 seat dual class configurations. hours are from takeoff to landing, including taxi time. (8) Block (9) Tverage number of hours per day that an aircraft flown in revenue service is operated (from gate departure to gate arrival... -
Page 41
... for fuel expense, which is a pass through cost to our Partners, fixed-fee service revenues increased $13.8 million, or 1.4% for 2011. This increase is mainly related to the increased number of block hours flown for the fixed fee segment year over year. Factors relating to changes in operating... -
Page 42
... which is a pass through cost to our Partners, fixed-fee service revenues decreased $126.4 million, or 11.6% for 2010. Block hours for the fixed-fee business were down 12.1% in 2010 mainly because of reporting certain operations on behalf of Midwest and Frontier in our fixed-fee results prior to the... -
Page 43
...fleet and an increase in operations. The unit cost decreased to 0.96¢ in 2010 compared to 1.24¢ in 2009. Insurance and taxes increased 62.0%, or $17.4 million, to $45.5 million in 2010 compared to $28.1 million in 2009. Frontier expenses increased $11.2 million. Our fixed-fee agreements generally... -
Page 44
... Working capital deficits are customary for airlines since the air traffic liability and a portion of the deferred frequent flyer revenue are classified as current liabilities. Our liquidity depends on the number of passengers who fly in our Frontier operations, the fares they pay, the cost of fuel... -
Page 45
... year based on our current fleet and aircraft fuel consumption. Under our fixed-fee agreements we are not exposed to changes in fuel prices. Our fixed-fee agreements provide for our partners to purchase fuel directly or reimburse us for fuel expense as a pass through cost. Ts of December 31, 2011... -
Page 46
... are limited to those described below. For a detailed discussion on the application of these and other accounting policies, see Note 2 in the notes to the consolidated financial statements. Revenue Recognition (Fixed-fee Service) - Under our fixed-fee arrangements with our Partners, the Company... -
Page 47
... frequent flyer revenue in the consolidated balance sheets. When recognized, the revenue related to the air transportation component is classified as passenger service revenue in the Company's consolidated statements of operations. The Company's accounting policy for its frequent flyer program... -
Page 48
...passenger service revenue. Current and future changes to the expiration policy, or to program rules and program redemption opportunities, may result in material changes to the deferred frequent flyer revenue balance as well as recognized revenue from the program. Mileage Credits Sold - The Company... -
Page 49
...the first quarter of 2009 to write-off the full value of goodwill. The Company's acquisition of Midwest resulted in approximately $100.4 million of goodwill which was assigned to the Company's branded operations reporting unit. Ts of December 31, 2009, the Company performed its annual assessment of... -
Page 50
... quarterly financial information for the years ended December 31, 2011 and 2010. March 31 2011 Operating revenues Operating income (loss) Net income (loss) of the Company Net income (loss) per share: Basic Diluted Weighted average number of shares outstanding: Basic Diluted 2010 Operating revenues... -
Page 51
... the actual cost to us to acquire these aircraft. To the extent we place these aircraft in service under our code-share agreements our reimbursement rates may not be adjusted higher or lower to reflect any changes in our aircraft rental rates. Aircraft Fuel Price Risk Our results of operations are... -
Page 52
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Tccounting Firm 53 54 55 56 57 58 52 Consolidated Balance Sheets as of December 31, 2011 and 2010 Consolidated Statements of Operations for the years ended... -
Page 53
...INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Republic Tirways Holdings Inc. Indianapolis, Indiana We have audited the accompanying consolidated balance sheets of Republic Tirways Holdings Inc. and subsidiaries (the "Company") as of December 31, 2011 and... -
Page 54
... frequent flyer revenue Deferred credits and other non current liabilities Deferred income taxes Total liabilities 785.3 2,308.7 102.3 353.2 3,441.2 108.1 434.7 3,739.1 Commitments and contingencies - - Stockholders' Equity: Preferred stock, $.001 par value; 5,000,000 shares authorized... -
Page 55
REPUBLIC AIRWAYS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009 (In millions, ercept per share amounts) 2011 2010 2009 OPERTTING REVENUES: Fixed-fee service $ Passenger service Cargo and other 1,079.0 1,694.5 91.0 2,864.5... -
Page 56
... CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009 (In millions) Republic Airways Holdings Inc. Stockholders Tccumulated Other Tdditional Other Comprehensive Income (Loss) Paid-In Treasury Stock Comprehensive... -
Page 57
... Proceeds from common stock offerings, net Payments on early extinguishment of debt Proceeds from exercise of stock options - (88.0) - (1.2) (227.0) 75.1 - (70.9) 0.1 (2.2) - (2.7) (144.2) Payments for debt issue costs Net cash from financing activities (125.3) 133.7 Net changes in cash and... -
Page 58
See accompanying notes to consolidated financial statements. 57 -
Page 59
... type of aircraft our subsidiaries operate and their respective operations within our business units as of December 31, 2011: Operating Subsidiaries Aircraft Fired-Fee Code-Share Agreement Partners Frontier Number of Size American 15 Continental Delta United US Airways Spares 11 Aircraft... -
Page 60
... insurance, de-icing costs, and aircraft property taxes are some of the pass through costs included in our fixed-fee services revenue. The agreements may be subject to immediate or early termination under various circumstances. The United Code-Share Agreements Ts of December 31, 2011, we operated... -
Page 61
..., 2011, substantially all fixed-fee service revenues are derived from code-share agreements with US Tirways, Delta, Tmerican, United, and Continental. Termination of any of these code-share agreements could have a material adverse effect on the Company's financial position, results of operations and... -
Page 62
.... The Company's financial statements include the results of operations and cash flows for Mokulele Flight Services, Inc. ("MFSI" or "Mokulele") beginning Tpril 1, 2009 through October 16, 2009. Intercompany transactions and balances are eliminated in consolidation. Risk Management -Ts part... -
Page 63
... cash supported letters of credit and deposits on charter flights Other Total 2011 2010 $ 114.5 32.0 $ $ 4.9 151.4 $ 99.2 31.8 8.1 139.1 Receivables primarily consist of amounts due from credit card companies and customers of our aircraft maintenance and cargo transportation services. We... -
Page 64
..., fair value of the reporting units of the Company, valuation of intangibles and long-lived assets, provision for accrued aircraft return costs, recoverability of maintenance deposits, and valuation of deferred tax assets. Under the code-share agreements, the Company estimates operating 63 -
Page 65
... frequent flyer revenue in the consolidated balance sheets. When recognized, the revenue related to the air transportation component is classified as passenger service revenue in the Company's consolidated statements of operations. The Company's accounting policy for its frequent flyer program... -
Page 66
... passenger service revenue. Current and future changes to the expiration policy, or to program rules and program redemption opportunities, may result in material changes to the deferred frequent flyer revenue balance as well as recognized revenue from the program. Mileage Credits Sold - The Company... -
Page 67
... balance sheets for cash and cash equivalents, restricted cash, receivables, and accounts payable approximate fair values because of their immediate or short-term maturity of these financial instruments. Segment Information -The Company has three reportable operating segments: fixed-fee service... -
Page 68
...market adjustments are included in aircraft fuel expense in the consolidated statements of operations. The following table sets forth information regarding the Company's benefit (expense) recorded in the consolidated statements of operations related to our hedge contracts (in millions) for the years... -
Page 69
... auction process Frontier was in bankruptcy and operates in a heavily regulated industry The airline industry is highly volatile and subject to significant fluctuation in one of its largest expenses, aircraft fuel The Denver market is highly competitive The illiquidity in the credit market may... -
Page 70
...of operating leases that require significant cash flows for several years and the operating leases have return conditions that will potentially require significant cash flow at the end of the leases The aircraft acquired are used aircraft and therefore will require more maintenance in future periods... -
Page 71
... assets: Tirport slots Frontier trade name Total indefinite-lived intangible assets Weighted-Average Amortization Period Indefinite Indefinite Fair Value at Acquisition Date $ 5.8 23.6 29.4 $ Definite-lived intangible assets: Tffinity credit card programs Leasehold interests Total definite... -
Page 72
...based on their estimated fair values as of the closing date. Ts a result of the purchase price allocation, the Company recognized goodwill of $100.4 million. None of the goodwill generated was deductible for tax purposes. Tll of the goodwill was assigned to the Branded reportable segment on the date... -
Page 73
... reflect these benefits or costs. Year Ended December 31, in millions, ercept per share amounts Operating revenues Net income of the Company Basic earnings per share Diluted earnings per share 2009 $ $ $ 2,683.5 4.7 0.14 0.13 Mokulele Flight Services Inc. In October 2008, the Company entered... -
Page 74
... aircraft would be delivered and Mokulele forfeited a $0.5 million security deposit to the Company. On October 16, 2009, the Company entered into an agreement with Mesa Tir Group, Inc. ("Mesa") to form Mo-Go, LLC ("Mo-Go"), a new business venture that will provide commercial airline services... -
Page 75
...fair value by utilizing a market approach considering (1) published market data generally accepted in the airline industry, (2) recent market transactions, where available, and (3) the overall condition and age of the aircraft and other equipment. During the year ended December 31, 2011, the Company... -
Page 76
...the first quarter of 2009 to write-off the full value of goodwill. The Company's acquisition of Midwest resulted in approximately $100.4 million of goodwill which was assigned to the Company's Branded operations reporting unit. Ts of December 31, 2009, the Company performed its annual assessment of... -
Page 77
... secured by aircraft and parts Unsecured debt: Convertible note payable, bearing interest at a fixed rate of 8%, due in full in 2014. Debt from affinity credit card program, bearing interest of 2.26% as of December 31, 2011 (LIBOR plus 2%), principal due monthly for twelve months beginning in 2016... -
Page 78
... The Company has long-term maintenance agreements with an avionics equipment manufacturer and maintenance provider that has a guaranteed minimum annual flight hour requirement. The minimum guaranteed amount based on the Company's current operations is $4.2 million per year through December 2016 for... -
Page 79
... revenue in the consolidated statements of operations. Ts of December 31, 2011, the Company had firm orders to purchase forty CS300 aircraft that have scheduled delivery dates beginning in early 2015 and continuing through 2017, and sixty Tirbus NEO 320 aircraft and twenty Tirbus NEO 319 aircraft... -
Page 80
..., except Frontier's pilots, is currently amendable. The union contracts for our mechanics and tool room attendants, dispatchers, and our material specialists are amendable in 2012. 13. CAPITAL STOCK AND STOCK OPTIONS In November 2010, the Company's Board of Directors authorized the sale of 13... -
Page 81
... Options The Company also granted options for non-employee directors on the day prior to commencement of the Company's initial public offering at a price equal to the fair market value of the common stock on the date of the grant. These options vested over a 3 year period with 1/24 of the shares... -
Page 82
... rate is based on historical information and management's best estimate of future forfeitures. The expected term of options granted is derived from historical exercise experience and represents the period of time the Company expects options granted to be outstanding. Option valuation models require... -
Page 83
... applicable federal statutory income tax rate to the tax provision as reported for the years ended December 31 are as follows (in millions): 2011 Federal income tax (benefit) expense at statutory rate State income tax (benefit) expense, net of federal benefit (expense) Goodwill impairment Valuation... -
Page 84
... of the unrecognized tax benefits as of December 31, 2011, if recognized, would affect the effective tax rate. The following table reconciles the Company's tax liability for uncertain tax positions for the year ended December 31 (in millions): 2011 2010 2009 Balance at January 1, Tdditions based... -
Page 85
...matches up to 6% of eligible employees' wages. Employees are generally vested in matching contributions after three years of service with the Company. Employees are also permitted to make pre-tax contributions of up to 90% (up to the annual Internal Revenue Code limit) and after-tax contributions of... -
Page 86
...wages and benefits expense in the consolidated statements of operations due to employee layoffs, furloughs, and other workforce reductions, and reduced the obligation as of December 31, 2009 to $0.2 million. During 2010, these plans were terminated and the impact to the Company's financial condition... -
Page 87
... names and other assets, and maintenance deposits that were forfeited and are recorded in other impairment charges or other expense. The accrual balance for the costs listed above are recorded in accrued liabilities in the consolidated balance sheets as of December 31, 2011 and 2010. The Company... -
Page 88
..., 2011, substantially all fixed-fee service revenues are derived from code-share agreements with US Tirways, Delta, Tmerican, United, and Continental. Termination of any of these code-share agreements could have a material adverse effect on the Company's financial position, results of operations and... -
Page 89
... upon consolidation of Mokulele. (2) 19. SUBSEQUENT EVENTS On January 26, 2012, Republic Tirways Holdings Inc. (the "Company") announced the appointment of David Siegel as CEO, President, and interim Chief Operating Officer of Frontier Tirlines, Inc. ("Frontier"), a wholly owned subsidiary of the... -
Page 90
... required to be disclosed in our Exchange Tct reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial... -
Page 91
...the National Tssociation of Securities Dealers, Inc. Executive officers, directors, and greater than ten percent beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to the... -
Page 92
... 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES (a) Documents filed as part of this report: Report of Independent Registered Public Tccounting Firm, Financial Statements: Consolidated Balance Sheets as of December 31, 2011 and 2010, Consolidated Statements of Operations for the years ended December 31... -
Page 93
..., Inc. and the Flight Dispatchers in the employ of Chautauqua Tirlines, Inc. as represented by Transport Workers Union of Tmerica, TFL-CIO, dated as of June 1, 2007.(xxvi) Tgreement between Chautauqua Tirlines, Inc. and the Passenger and Fleet Service Employees in the service of Chautauqua Tirlines... -
Page 94
... among Republic Tirways Holdings Inc., Imprimis Investors, LLC, Wexford Spectrum Fund I, L.P., Wexford Offshore Spectrum Fund, Wexford Partners Investment Co. LLC, WexTir LLC, and Delta Tir Lines, Inc.(i) Loan and Security Tgreement, by and between Fleet Capital Corporation and Chautauqua Tirlines... -
Page 95
...on the exhibit.(i) Securities Tccount Control Tgreement...Form of warrant to purchase shares of common stock of Republic Tirways Holdings Inc. issued to Delta Tir Lines, Inc.(i) Form of warrant to purchase shares of common stock of Republic Tirways Holdings Inc. issued to Delta Tir Lines, Inc.(i) Delta... -
Page 96
...by and between the Comapny and Bryan K. Bedford. (xliii) Third Tmended and ...2011, by and between the Company and Timothy P. Dooley. (xlix) Employment Tgreement, dated Tpril 12, 2011, by and between the Company and Lars-Erik Trnell. (xlix) Office... 5, 2008.(xxxii) Tmendment No. 22 to Purchase Tgreement... -
Page 97
..., Inc. and the Indianapolis Tirport Tuthority, dated as of December 17, 2004.(viii) Delta Connection Tgreement, dated as of January 13, 2005, by and among Delta Tir Lines, Inc., Republic Tirline Inc. and Republic Tirways Holdings Inc.(vi) Tmendment Number One to Delta Connection Tgreement, by and... -
Page 98
....(xxvii) Tirline Services Tgreement, among Midwest Tirlines, Inc., Republic Tirline Inc., Midwest Tir Group, Inc. (in a limited capacity) and Republic Tirways Holdings Inc. (in a limited capacity), dated September 3, 2008.(xxxiii) Tmended and Restated Senior Secured Credit Tgreement, among Midwest... -
Page 99
... and Restated Senior Secured Credit Tgreement, dated as of September 3, 2008, among Midwest Tirlines, Inc., Midwest Tir Group, Inc., each of the subsidiaries of Midwest from time to time party thereto, each lender from time to time party thereto (including Republic Tirways Holdings Inc.), Wells... -
Page 100
...with the Commission as required by Rule 24b-2. Incorporated by reference to the Registrant's Registration Statement on Form S-1, File No. 333-84092, which was declared effective on May 26, 2004. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30... -
Page 101
...year ended December 31, 2008. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on May 11, 2009. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 9, 2009. Incorporated by reference to the Registrant's Current Report on Form... -
Page 102
... TIRWTYS HOLDINGS INC. (Registrant) Dated: March 15, 2012 By: /s/ Bryan K. Bedford Bryan K. Bedford Chairman of the Board, Chief Executive Officer and President (principal executive officer) Pursuant to the requirements of the Securities Exchange Tct of 1934, this report has been signed below... -
Page 103
... forth additional agreements between Embraer and Buyer related to the Conditional Aircraft. Except as otherwise provided for herein all terms of the Purchase Agreement shall remain in full force and effect. All capitalized terms used in this Amendment No.1, which are not defined herein shall have... -
Page 104
... to Firm Aircraft, provided that [ Confidential ] [*] 3. COUNTERPARTS This Amendment No.1 may be executed in counterparts, which together shall constitute a single instrument and shall be governed by and construed in accordance with the laws of the State of New York. MISCELLANEOUS All other... -
Page 105
...Purchase Agreement to be effective as of the date first written above. Embraer S.A. Republic Airline Inc. By /s/ Paulo Cesar de Souza de Silva Name: Paulo Cesar de Souza de Silva Title: Executive Vice President Airline Market By /s/ Bryan K. Bedford Name:Bryan K. Bedford Title: President and CEO... -
Page 106
... to change certain terms and conditions of the Purchase Agreement in relation to the postponement of such Aircraft. WHEREAS, in connection with the Parties' agreement above mentioned, the Parties have now agreed to amend the Purchase Agreement as provided for below: NOW, THEREFORE, for good and... -
Page 107
..., Brazil [ * * Confidential ] pursuant to Article 7.1 (the "Contractual Delivery Date"). Firm Aircraft Contractual Delivery Date 1 2 3 4 5 6 3. PAYMENT Article 4 of the Purchase Agreement is amended to add the following new Article 4.5. 4.5 Buyer has paid as [*] hereinafter the [*]. As... -
Page 108
... no additional charge to Buyer, [*] sets of operational and maintenance public ations (as defined in Exhibit 1 hereto), plu s [*] operational set (as defined in Exhibit 1 hereto) on board of each Aircraft to be delivered to Buyer, in the English language. The list of manuals is specified in Exhibit... -
Page 109
...Title:Vice President Contracts Commercial Aviation Date:16/Nov/2011 Place:San Jose dos Campos, Brazil Date:12 Nov 11 Place:Indianapolis, IN Witness: /s/ Fernando Bueno Name: Fernando Bueno Witness: /s/ Shannon Hall Name: Shannon Hall Acknowledged and agreed by Republic Airways Holdings Inc. with... -
Page 110
... is changed to [*] each time it appears and [*] is changed to [*]. 2. COUNTERPARTS This Amendment No.1 may be executed in counterparts, which together shall constitute a single instrument and shall be governed by and construed in accordance with the laws of the State of New York. 3. MISCELLANEOUS... -
Page 111
...: Paulo Cesar de Souza de Silva Title: Executive Vice President Airline Market By /s/ Bryan K. Bedford Name: Bryan K. Bedford Title: President and CEO By/s/ Artur Coutinho Name:Artur Coutinho Title:Executive Vice President of Industrial Operations Date: Place: Date: Place: Witness: /s/ Carlos... -
Page 112
... Agreement shall be deleted and replaced by [*] 2. AIRCRAFT PURCHASE PRICE The first paragraph of Article 3.2.1 of the Letter Agreement shall be deleted and replaced by the following: "The [*]" 3. ADDITIONAL CUSTOMER SUPPORT SERVICES 2.1 Article 4.1 of the Letter Agreement shall be deleted... -
Page 113
...replaced by [*] 8. COUNTERPARTS This Amendment No.2 may be executed in counterparts, which together shall constitute a single instrument and shall be governed by and construed in accordance with the laws of the State of New York. 9. MISCELLANEOUS All other provisions of the Agreement which have... -
Page 114
...President Executive Engenharia e Tecnologia By/s/ Thomas Duffy Jr. Name:Thomas Duffy Jr. Title: Vice President Technical Services By/s/ Jose Luis D'Avila Molina Name:Jose Luis D'Avila Molina Title:Vice President Contracts Commercial Aviation Date:12 Nov 11 Place:Indianapolis, IN Date:16/Nov/2011... -
Page 115
...: September 28, 2011 FRONTIER AIRLINES, INC. By: _____/s/ Jacalyn W. Peter _____ Name: Jacalyn W. Peter Title: Senior Manager Labor Relations REPUBLIC AIRWAYS HOLDINGS INC. By: _____/s/ Bryan K. Bedford _____ Name: Bryan K. Bedford Title: President and Chief Executive Officer FAPAINVEST, LLC By... -
Page 116
... than January 31, 2012) so long as this Agreement is in effect:" 2. Concurrently with the execution and delivery of this Amendment No. 2, for and in full consideration of the amendment contained herein, Republic is delivering to FAPAInvest a check (or other form of payment acceptable to FAPAInvest... -
Page 117
... 30, 2011 FRONTIER AIRLINES, INC. By: _____/s/ Jacalyn W. Peter _____ Name: Jacalyn W. Peter Title: Director of Human Resources and Labor Relations REPUBLIC AIRWAYS HOLDINGS INC. By: _____/s/ Bryan K. Bedford _____ Name: Bryan K. Bedford Title: President and Chief Executive Officer FAPAINVEST... -
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AIRBUS A320 FAMILY AIRCRAFT P U R C H A S EA G R E E M E N T BETWEEN A I R B U S S.A.S. as Seller AND REPUBLIC AIRWAYS HOLDINGS INC. as Buyer -
Page 119
... 45 14 - TECHNICAL DATA AND SOFTWARE SERVICES 48 15 SELLER REPRESENTATIVE SERVICES 55 16 - TRAINING SUPPORT AND SERVICES 58 17 - EQUIPMENT SUPPLIER PRODUCT SUPPORT 68 18 - BUYER FURNISHED EQUIPMENT 69 19 - INDEMNITIES AND INSURANCE 74 20 - TERMINATION 76 21 - ASSIGNMENTS AND TRANSFERS 77 22... -
Page 120
...'S SPECIFICATION CHANGE NOTICE PART 1 SELLER PRICE REVISION FORMULA PART 2 CFM INTERNATIONAL PRICE REVISION FORMULA CPI 186.92 Exhibit D FORM OF CERTIFICATE OF ACCEPTANCE Exhibit E Exhibit F Exhibit G Exhibit H FORM OF BILL OF SALE SERVICE LIFE POLICY - LIST OF ITEMS TECHNICAL DATA INDEX... -
Page 121
... under number RCS Toulouse 383 474 814 (the "Seller"), and REPUBLIC AIRWAYS HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 8909 Purdue Road, Suite 300, Indianapolis, Indiana... -
Page 122
... as Exhibit A-2 to the Agreement. A320 Aircraft - any or all of the A320-200 aircraft for which the delivery schedule as of the date hereof is set forth in Clause 9.1 to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, including the A320 Airframe and all components... -
Page 123
... of the A320 Aircraft. Aircraft Training Services - all flight support services including but not limited to any and all training courses, flight training, flight assistance, line training, line assistance and more generally all flights of any kind performed by the Seller, its agents, employees or... -
Page 124
... Clause 14.8. Confidential Information - as defined in Clause 22.11. Contractual Definition Freeze or CDF - as defined in Clause 2.4.2. Customization Milestones Chart - as defined in Clause 2.4.1. DDU or Delivery Duty Unpai d - is the term Delivery Duty Unpaid as defined by publication n° 560 of... -
Page 125
... of the Delivery Location for export of an Aircraft to the United States. FAA - the U.S. Federal Aviation Administration, or any successor thereto. FAI - as defined in Clause 18.1.5(iv). Failure - as defined in Clause 12.2.1(ii). Final Price - as defined in Clause 3.2. First Quarter or 1Q... -
Page 126
... of the Seller, its Affiliates or any subcontractor, where the Airframe or its parts are manufactured or assembled. Manufacturer Specification Change Notice or MSCN - as defined in Clause 2.2.2.1. NEO Aircraft - means an Aircraft incorporating the New Engine Option. New Engine Option or NEO - as... -
Page 127
...Clause 16.2.1. Service Life Policy - as described in Clause 12.2. Sharklets - means a new large wingtip device, currently under development by the Seller, designed to enhance the eco-efficiency and payload range performance of the A320 family aircraft and which are part of the New Engine Option and... -
Page 128
... Supplier Product Support Agreements - as defined in Clause 12.3.1.3. Taxes - as defined in Clause 5.5. Technical Acceptance Flight - as defined in Clause 8.1.2(iv). Technical Acceptance Process - as defined in Clause 8.1.1. Technical Data - as defined in Clause 14.1. Termination - as defined... -
Page 129
... to operate such NEO Aircraft. The foregoing is currently reflected in the Irrevocable SCNs listed in Appendix 1 to Exhibits A-1 and Appendix 1 to Exhibit A-2, the implementation of which is hereby irrevocably accepted by the Buyer. 2.1.2.2 The New Engine Option shall modify the design weights of... -
Page 130
... the Specification and the effect, if any, of such change on design, performance, weight, Delivery Date of the Aircraft affected thereby and on the text of the Specification. An SCN may result in an adjustment to the Base Price of the Aircraft, which adjustment, if any, will be specified in the SCN... -
Page 131
... (the "Customization Milestones 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... -
Page 132
... The Base Price of a set of two (2) CFM International CFM LEAP-X1A24 model engines for the A319 Aircraft (the " LEAPX1A24 Engines ") is the sum of: [*] [*] and has been calculated from the reference price indicated by CFM International and set forth in Part 2 of Exhibit C. 3.2 Final Price of the... -
Page 133
...the sum of: (i) (ii) the Base Price of the Airframe, as adjusted to the applicable Delivery Date of such Aircraft in accordance with Clause 4.1; the aggregate of all increases or decreases to the Base Price of the Airframe as agreed in any Specification Change Notice or part thereof applicable to... -
Page 134
...of the related equipment and the Propulsion System Price Revision Formula are based on information received from the Propulsions Systems Manufacturer and are subject to amendment by the Propulsion System Manufacturer at any time prior to Delivery. If the Propulsion System Manufacturer makes any such... -
Page 135
55.1 PAYMENT TERMS Seller's Account The Buyer will pay, from bank accounts within the United States, the Predelivery Payments, the Balance of the Final Price and any other amount due hereunder at the relevant times required by the Agreement and in immediately available funds in United States ... -
Page 136
...Payment of Balance of the Final Price of the Aircraft Before the Delivery Date or concurrent with the Delivery of each Aircraft, the Buyer will pay to the Seller the Final Price of such Aircraft less an amount equal to the Predelivery Payments received for such Aircraft by the Seller (the " Balance... -
Page 137
... this Agreement other than those set out in Clauses 5.3 and 5.8 will be paid by the Buyer at the same time as payment of the Balance of the Final Price or, if invoiced, [] after the invoice date. [*] 66.1 MANUFACTURE PROCEDURE - INSPECTION Manufacture Procedures The Airframe will be manufactured... -
Page 138
... are stored are restricted for security or confidentiality reasons, the Seller will be allowed reasonable time to make the relevant items available elsewhere. 6.3 Seller's Service for Buyer's Inspector(s) For the purpose of the Inspections with respect to an Aircraft, and starting from a mutually... -
Page 139
...Seller will provide such data or implement the required modification to the data, in either case, at the Buyer's cost. 7.3 7.3.1 Specification Changes before Aircraft Ready for Delivery If, any time before the date on which an Aircraft is Ready for Delivery, any law, rule or regulation is enacted... -
Page 140
...Specification Changes after Aircraft Ready For Delivery Nothing in Clause 7.3 will require the Seller to make any changes or modifications to, or to make any payments or take any other action with respect to, any Aircraft that is Ready for Delivery before the compliance date of any law or regulation... -
Page 141
...the non-compliance. 8.1.2 (i) (ii) (iii) The Technical Acceptance Process will: commence on a date notified by the Seller to the Buyer [] notice prior thereto, take place at the Delivery Location, be carried out by the personnel of the Seller, and (iv) include a technical acceptance flight that... -
Page 142
... Uniform Commercial Code as adopted by the State of New York or otherwise, to revoke acceptance of the Aircraft for any reason, whether known or unknown to the Buyer at the time of acceptance. 8.5 Aircraft Utilization The Seller will, [], be entitled to use the Aircraft prior to Delivery as may... -
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99.1 DELIVERY Delivery Schedule Subject to Clauses 2, 7, 8 10 and 18: the Seller will have the Aircraft listed in the table below Ready for Delivery at the Delivery Location within the following months (each a "Scheduled Delivery Month ") or quarters (each a " Scheduled Delivery Quarter "): * ... -
Page 144
... Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft Quarter [] [] Year -
Page 145
... Rank Scheduled Delivery 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 * Confidential A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320 Aircraft A320... -
Page 146
... of such Bill of Sale. 9.2.3 If the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3, or (ii) pay the Balance of the Final Price of such Aircraft to the Seller and take Delivery of the Aircraft, then the... -
Page 147
9.3.2 All expenses of, or connected with, flying the Aircraft from the Delivery Location after Delivery will be borne by the Buyer. The Buyer will make direct arrangements with the supplying companies for the fuel and oil required for all post-Delivery flights. * Confidential -
Page 148
... LOSS Scope of Excusable Delay Neither the Seller nor any Affiliate of the Seller, will be responsible for or be deemed to be in default on account of delays in delivery of the Aircraft or failure to deliver or otherwise in the performance of this Agreement or any part hereof due to causes beyond... -
Page 149
... change in the Scheduled Delivery Month. (ii) Nothing herein will require the Seller to manufacture and deliver a replacement aircraft if such manufacture would require the reactivation of its production line for the model or series of aircraft that includes the Aircraft. 10.5 Termination Rights... -
Page 150
such affected Aircraft and undelivered material, services, data or other items applicable thereto and to be furnished under the Agreement. 10.6 Remedies THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE... -
Page 151
...the Scheduled Delivery Month for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation, the said renegotiation will not prejudice the Buyer's right to receive liquidated damages in accordance with Clause 11.1. 11.2 Termination If, as a result of... -
Page 152
...warrants to the Buyer that each Aircraft and each Warranted Part will at Delivery to the Buyer be free from defects: (i) (ii) (iii) in material; in workmanship, including without limitation processes of manufacture; in design (including without limitation the selection of materials) having regard... -
Page 153
... expended in performing the removal and reinstallation thereof on the Aircraft at the labor rate defined in Clause 12.1.7.5. The Seller may alternatively furnish to the Buyer's account with the Seller a credit equal to the price at which the Buyer is then entitled to purchase a replacement for the... -
Page 154
... the dispatch by the Seller of a working team to repair or correct such defect through the embodiment of one or several Seller's Service Bulletins at the Buyer's facilities, or if the Seller accepts the return of an Aircraft to perform or have performed such repair or correction, then the [*]. The... -
Page 155
...flying hours and/or number of landings at the date of defect appearance, Warranty Claim number, date of Warranty Claim, Delivery Date of Aircraft or Warranted Part to the Buyer, Warranty Claims are to be addressed as follows: AIRBUS CUSTOMER SERVICES DIRECTORATE WARRANTY ADMINISTRATION Rond Point... -
Page 156
.... Title to and risk of loss of any Aircraft, component, accessory, equipment or part and returned by the Buyer to the Seller will at all times remain with the Buyer, except that: (i) when the Seller has possession of a returned Aircraft, component, accessory, equipment or part to which the... -
Page 157
... Claim Substantiation Claims for Inhouse Warranty credit will be filed within the time period set forth in 12.1.5(ii) and will contain the same information as that required for Warranty Claims under Clause 12.1.6.5 and in addition will include: (i) (ii) a report of technical findings with respect... -
Page 158
... to the benefit of any airline in revenue service, other than the Buyer, if the Warranted Part enters into the possession of any such airline as a result of a pooling or leasing agreement between such airline and the Buyer, in accordance with the terms and subject to the limitations and exclusions... -
Page 159
....2 Seller Service Life Policy In addition to the warranties set forth in Clause 12.1, the Seller further agrees that should a Failure occur in any Item (as these terms are defined herein below) that has not suffered from an extrinsic force, then, subject to the general conditions and limitations set... -
Page 160
... limitations set forth in Clause 12.2.4, the Seller agrees that if a Failure occurs in an Item before the Aircraft in which such Item was originally installed has completed thirty thousand (30,000) flying hours or twenty thousand (20,000) flight cycles or within twelve (12) years after the Delivery... -
Page 161
... 12.2. THE BUYER'S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY WILL BE IN A CREDIT FOR GOODS AND SERVICES (NOT INCLUDING AIRCRAFT), LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING... -
Page 162
... reason of such default and will provide reasonable assistance to enable the Seller to enforce the rights so assigned. Interface Commitment 12.4 12.4.1 Interface Problem If the Buyer experiences any technical problem in the operation of an Aircraft or its systems due to a malfunction, the cause... -
Page 163
...furnish to the Seller all data and information in the Buyer's possession relevant... by the Buyer and pursuant to the terms and conditions of Clause 12.1, correct the...Buyer, reasonably assist the Buyer in processing any warranty ...reports, recommendations, data and other documents furnished by the Seller ... -
Page 164
...OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE; (II) ANY IMPLIED OR... -
Page 165
... any right to require specific performance by the Seller. 12.7 Negotiated Agreement The Buyer specifically recognizes that: (i) the Specification has been agreed upon after careful consideration by the Buyer using its judgment as a professional operator of aircraft used in public transportation... -
Page 166
... not be assigned, sold, transferred, novated or otherwise alienated by operation of law or otherwise, without the Seller's prior written consent, which will not be unreasonably withheld. Any transfer in violation of this Clause 12.9 will, as to the particular Aircraft involved, void the rights and... -
Page 167
... including legal costs (excluding damages, costs, expenses, loss of profits and other liabilities in respect of or resulting from loss of use of the Aircraft) resulting from any infringement or claim of infringement by the Airframe (or any part or software installed therein at Delivery) of: (i) and... -
Page 168
... (iii) will prevent the Buyer from paying such sums as may be required in order to obtain the release of the Aircraft, provided such payment is accompanied by a denial of liability and is made without prejudice; (iv) fully co-operate with, and render all such assistance to, the Seller as may be... -
Page 169
... LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE INSTALLED THEREIN AT DELIVERY, OR THE USE OR SALE... -
Page 170
...hereunder (hereinafter "Software Services") to support the Aircraft operation. 14.1.1 14.1.2 The Technical Data will be supplied in the English language using the aeronautical terminology in common use. Range, form, type, format, quantity and delivery schedule of the Technical Data to be provided... -
Page 171
....3 14.3.1 Integration of Equipment Data Supplier Equipment Information, including revisions, relating to Supplier equipment that is installed on the Aircraft at Delivery, or through Airbus Service Bulletins thereafter, will be introduced into the customized Technical Data to the extent necessary... -
Page 172
... the Buyer, the Seller will provide up to [*] of Technical Data familiarization training at the Seller's or the Buyer's facilities. The basic familiarization course is tailored for maintenance and engineering personnel. 14.8 Customer Originated Changes (COC) If the Buyer wishes to introduce Buyer... -
Page 173
... service and the license to use AirN@v Family products will be [*] Revision Service Period. At the end of such Revision Service Period, [*]. On-Line Technical Data The Technical Data defined in Exhibit G as being provided on-line will be made available to the Buyer through the Airbus customer... -
Page 174
14.10.4 The list of the Technical Data provided on-line may be extended from time to time. For any Technical Data which is or becomes available on-line, the Seller reserves the right to eliminate other formats for the concerned Technical Data. Access to AirbusWorld will be [] 14.10.5 14.10.6 For ... -
Page 175
...computers for the purpose of computing performance engineering data. The PEP is intended for use on ground only and will not be placed or installed on board the Aircraft. 14.13.2 14.13.3 14.13.4 The license to use the PEP and the revision service will be [] Revision Service Period as set forth in... -
Page 176
... use the Technical Data solely for the purpose of maintaining the Buyer's Aircraft and the Software Services exclusively for processing the Buyer's data. 14.15.2 14.16 Transferability Without prejudice to Clause 21.1, the Buyer's rights under this Clause 14 may not be assigned, sold, transferred... -
Page 177
... accounting. In the event of a need for Aircraft On Ground ("AOG") technical assistance after the end of the assignment referred to in Appendix A to this Clause 15, the Buyer will have non-exclusive access to: 15.1.4 (i) (ii) AIRTAC (Airbus Technical AOG Center); The Seller Representative network... -
Page 178
..., email and facsimile connections for the sole use of the Seller Representative(s). All related communication costs will be [] 15.2.2 [*] [*] Should the Buyer request any Seller Representative referred to in Clause 15.1 above to travel on business to a city other than his usual place of assignment... -
Page 179
APPENDIX A TO CLAUSE 15 SELLER REPRESENTATIVE ALLOCATION The Seller Representative [] provided to the Buyer pursuant to Clause 15.1 is defined hereunder. [*] * Confidential -
Page 180
16 16.1 16.1.1 TRAINING SUPPORT AND SERVICES General This Clause 16 sets forth the terms and conditions for the supply of training support and services for the Buyer's personnel to support the Aircraft operation. 16.1.2 16.1.3 The range, quantity and validity of training to be [] under this ... -
Page 181
... 1 of Appendix A to this Clause 16 may be exchanged for any flight operations training courses described in the Seller's Customer Services Catalog current at the time of the Buyer's request; maintenance training courses as listed under Article 3 of Appendix A to this Clause 16 may be exchanged... -
Page 182
... or non-training credit of any nature will be provided. Should the Buyer decide to cancel or reschedule a training course, fully or partially, and irrespective of the location of the training, a minimum advance notification of [*] prior to the relevant training course start date is required. 16... -
Page 183
...Seller's Customer Services Catalog, following consultation with the Buyer, such trainee will be withdrawn from the program or directed through a relevant entry level training (ELT) program, which will be at the Buyer's expense. 16.4.3.4 If the Seller determines at any time during the training that... -
Page 184
... Aircraft to the location where the Base Flight Training will take place, the additional flight time required for the ferry flight to and/or from the Base Flight Training field will not be deducted from the Base Flight Training time. 16.6.2.3 If the Base Flight Training is performed outside... -
Page 185
... with the relevant Aviation Authority's regulations related to the place of performance of the Base Flight Training. 16.6.3 Flight Crew Line Initial Operating Experience In order to assist the Buyer with initial operating experience after Delivery of the first Aircraft, the Seller will provide to... -
Page 186
... be as listed in the Seller's Customer Services Catalog current at the time of the course. The practical training provided in the frame of maintenance training will be performed on the training devices in use in the Seller's Training Centers. 16.8.2 Practical Training on Aircraft Notwithstanding... -
Page 187
... and to use such training data and documentation solely for the purpose for which they are provided. 16.12 Transferability Without prejudice to Clause 21.1, the Buyer's rights under this Clause 16 may not be assigned, sold, transferred, novated or otherwise alienated by operation of law... -
Page 188
...1.2 Flight Crew Line Initial Operating Experience The Seller will provide to the Buyer pilot Instructor(s) [*] Unless otherwise agreed during the Training Conference, in order to follow the Aircraft Delivery schedule, the maximum number of pilot Instructors present at any one time will be limited... -
Page 189
... 3.2 The Seller will provide to the Buyer [*] Engine Run-up courses. 4 TRAINEE DAYS ACCOUNTING Trainee days are counted as follows: 4.1 For instruction at the Seller's Training Centers: [*] of instruction for [*]. The number of trainees originally registered at the beginning of the course will... -
Page 190
... gear Suppliers will provide service life policies for selected structural landing gear elements; 17.1.2.3 Training to ensure efficient operation, maintenance and overhaul of the Supplier Parts for the Buyer's instructors, shop and line service personnel; 17.1.2.4 Spares data in compliance with... -
Page 191
... an SCN executed in accordance with Clause 2. 18.1.4 The Seller will 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 in a timely manner. The... -
Page 192
... schedule of the Aircraft; (ii) (iii) 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: (a) Preliminary Design Review... -
Page 193
... reference to the Type Certificate and listed in the Type Certificate Data Sheet, and be approved by the Aviation Authority issuing the Export Certificate of Airworthiness and by the Buyer's Aviation Authority for installation and use on the Aircraft at the time of Delivery of the Aircraft, and not... -
Page 194
...also be increased by the purchase price of such equipment plus reasonable costs and expenses incurred by the Seller for handling charges, transportation, insurance, packaging and, if so required and not already provided for in the Final Price of the Aircraft, for adjustment and calibration; or (ii... -
Page 195
the sale of such BFE. The Buyer will [*] 18.5.3 The Seller will notify the Buyer as to those items of BFE not sold by the Seller ... item of BFE damaged or destroyed in the process of being removed from the Aircraft, provided that the Seller will use reasonable care in such removal. 18.5.5 The... -
Page 196
... for and will indemnify and hold the Buyer, its Affiliates and each of their respective directors, officers, agents, employees and insurers harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys' fees ("Losses"), arising from... -
Page 197
... seven (7) Business Days prior to the start of any Aircraft Training Services, certificates of insurance, in English, evidencing the limits of liability cover and period of insurance coverage in a form acceptable to the Seller from the Buyer's insurance broker(s), certifying that such policies have... -
Page 198
20 [] TERMINATION * Confidential -
Page 199
... surviving or acquiring entity no basis for a Termination Event; (iii) (iv) (v) the surviving or acquiring entity is an air carrier holding an operating certificate issued by the FAA at the time, and immediately following the consummation, of such sale, merger or consolidation; and [] (vi) 21... -
Page 200
... of the Buyer following notification by the Seller to the Buyer in writing. The Buyer recognizes that succession of the Successor to the Agreement by operation of law that is valid under the law pursuant to which that succession occurs will be binding upon the Buyer. * Confidential -
Page 201
..., maintenance, operational and cost data with a view to monitoring the efficient and cost effective operations of the Airbus fleet worldwide 22.2 Notices All notices, requests and other communications required or authorized hereunder will be given in writing either by personal delivery to... -
Page 202
... represents and warrants to the Seller: (i) the Buyer is a corporation organized and existing in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into and perform its obligations under this Agreement; (ii) neither the execution and delivery... -
Page 203
... dispatching the same via Federal Express, UPS, or similar international air courier service prepaid to, CT Corporation, New York City offices as agent for the Seller, it being agreed that service upon CT Corporation will constitute valid service upon the Seller or by any other method authorized by... -
Page 204
... but not limited to, the Aircraft pricing and all confidential, proprietary or trade secret information contained in any reports or other data furnished to it by the other party hereunder (the "Confidential Information "), [] The provisions of this Clause 22.11 will survive any termination of this... -
Page 205
... and any other written matters in connection with this Agreement will be in English. 22.16 Counterparts This Agreement has been executed in two (2) original copies. Notwithstanding the foregoing, this Agreement may be executed by the parties hereto in separate counterparts, each of which when so... -
Page 206
IN WITNESS WHEREOF, this A320 Family Aircraft Purchase Agreement was entered into as of the day and year first above written. AIRBUS S.A.S. By: _____ Title: _____ REPUBLIC AIRWAYS HOLDINGS INC. By: _____ Title: _____ * Confidential -
Page 207
IN WITNESS WHEREOF, this A320 Family Aircraft Purchase Agreement was entered into as of the day and year first above written. AIRBUS S.A.S. By: /s/ Patrick de Castelbajac Title: Vice President Contracts REPUBLIC AIRWAYS HOLDINGS INC. By: /s/ Bryan K. Bedford Title: President -
Page 208
... of September 23, 2011 is hereinafter called the "Agreement;" and WHEREAS, as requested by the Buyer and in consideration of the Buyer's parent company, Republic Airways Holdings Inc. ("RJET"), agreeing to purchase from the Seller eighty (80) A320 NEO family aircraft and for other good and valuable... -
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.... SURVIVAL OF AGREEMENT Only the rights and obligations of the Seller and the Buyer in the provisions of the Agreement listed below survive the foregoing cancellation of the Cancelled Aircraft, and all other terms and conditions of the Agreement shall be deemed terminated by this Amendment: (i) (ii... -
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... to be signed by their respective officers or agents as of the day and year first above written. Airbus S.A.S. By: ____/s/ Patrick de Castelbajac ___ Name: Patrick de Castelbajac Title: Vice President Contracts Frontier Airlines, Inc. By: /s/ Bryan Bedford Name: Bryan Bedford Title: President... -
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...consolidated financial statements of Republic Airways Holdings Inc. and subsidiaries and the effectiveness of Republic Airways Holdings Inc.'s internal control over financial reporting, appearing in this Annual Report on Form 10K of Republic Airways Holdings Inc. for the year ended December 31, 2011... -
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...-Chief Executive Officer I, Bryan K. Bedford, Chief Executive Officer of Republic Airways Holdings Inc., certify that: 1. I have reviewed this report on Form 10-K of Republic Airways Holdings Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material... -
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...-Chief Financial Officer I, Joseph P. Allman, Vice President and Corporate Controller of Republic Airways Holdings Inc., certify that: 1. I have reviewed this report on Form 10-K of Republic Airways Holdings Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of... -
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... with the Annual Report of Republic Airways Holdings Inc. (the "Company") on Form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bryan K. Bedford, President, Chief Executive Officer and Chairman of the Board of the... -
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... with the Annual Report of Republic Airways Holdings Inc. (the "Company") on Form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joseph P. Allman, Vice President and Corporate Controller of the Company, hereby... -
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