Frontier Airlines 2014 Annual Report Download - page 106

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exercises any such ERJ 175 Baseline Aircraft Purchase Option for any ERJ 175 Baseline Aircraft, Delta shall be solely responsible
for the cost of any life limited parts (“LLP”) replacement with respect to such ERJ 175 Baseline Aircraft.
A. Delta shall have the option, which it may exercise in its sole discretion by providing Operator no less than [*] prior written
notice and subject to reasonable and customary due diligence by or on behalf of Delta, to purchase from Operator any, or all, of
such ERJ 175 Baseline Aircraft at any time during either of the respective ERJ 175 Baseline Aircraft Extension Term (as
defined below) or the ERJ 175 Baseline Aircraft Subsequent Extension Term (as defined below) for an amount equal to the net
book value (in accordance with GAAP) of each such ERJ 175 Baseline Aircraft at the time of purchase (the “ERJ 175
Extension Purchase Option”). If Delta exercises any such ERJ 175 Extension Purchase Option, Delta shall lease back to
Operator each such purchased ERJ 175 Baseline Aircraft pursuant to a mutually agreed upon aircraft lease agreement (such
agreement not to be unreasonably withheld or delayed), and Operator shall operate each such ERJ 175 Baseline Aircraft under
the scope of the Agreement for the remainder of the ERJ 175 Baseline Aircraft Extension Term and/or ERJ 175 Baseline
Aircraft Subsequent Extension Term, as applicable. With respect to each such aircraft lease agreement, the parties agree that
unless Operator is in breach or default of such lease, Operator shall pay Delta a lease rate equal to [*] during the term of each
such lease. At any time after Delta exercises any such ERJ 175 Extension Purchase Option for any ERJ 175 Baseline Aircraft,
Delta shall be solely responsible for the cost of any LLP replacement with respect to such ERJ 175 Baseline Aircraft.
3. Extension of Term of the ERJ 175 Baseline Aircraft.
A. The term of the ERJ 175 Baseline Aircraft shall be extended until the respective fifteenth (15th) anniversary dates of the initial
in-service dates of such ERJ 175 Baseline Aircraft to Delta Connection service as set forth in Exhibit A attached hereto (the
“ERJ 175 Baseline Aircraft Extension Term”).
B. Additionally, with respect to any or all of the ERJ 175 Baseline Aircraft, Delta shall have the option, in its sole discretion, to
further extend the term of such ERJ 175 Baseline Aircraft for a period of five (5) years beyond the applicable ERJ 175
Baseline Aircraft Extension Term (the “ERJ 175 Baseline Aircraft Subsequent Extension Term”). Delta may exercise this
option by providing Operator no less than [*] prior written notice of such election. If Delta exercises its option of the ERJ 175
Baseline Aircraft Subsequent Extension Term for any ERJ 175 Baseline Aircraft, Delta and Operator acknowledge and agree
that the monthly Aircraft Rent/Ownership Cost during the ERJ 175 Baseline Aircraft Subsequent Extension Term with respect
to each such ERJ 175 Baseline Aircraft shall be equal to [*] (subject to potential Mark-Up in accordance with Article 3 of the
Agreement).
C. The following Sections of the Agreement shall be of no force and effect with respect to the ERJ 175 Baseline Aircraft effective
upon the first day of the ERJ 175 Baseline
2