Frontier Airlines 2014 Annual Report Download - page 107

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Aircraft Extension Term: Sections 11.G., 11.I. and 11.M.
4. Extension of ERJ 170 Additional Aircraft and ERJ 170 Subsequent Additional Aircraft.
A. (i) Notwithstanding Section 3(D) of Amendment Number Three to the Agreement dated January 31, 2011 (“Amendment
Three”), the parties agree to extend the terms of the eight (8) ERJ-170 Additional Aircraft (as that term is defined in
Amendment Three) and (ii), notwithstanding Section 3(D) of Amendment Number Four to the Agreement dated April 26,
2011 (“Amendment Four”), the parties agree to extend the terms of the six (6) ERJ 170 Subsequent Additional Aircraft (as that
term is defined in Amendment Four and together with the ERJ-170 Additional Aircraft, the “ERJ 170 Baseline Aircraft”)
through the respective “Amended Expiration Dates” set forth in Exhibit B attached hereto and incorporated herein to this
Amendment.
B. Section 3(K) of Amendment Three and Section 3(K) of Amendment Four are each deleted in their entireties and of no further
force and effect.
C. (i) The parties acknowledge and agree that one or more of the ERJ-170 Baseline Aircraft may require “C-checks” on their
respective airframes prior to the end of their respective terms under the Agreement. [*].
(ii) In addition, at the end of each ERJ-170 Baseline Aircraft’s respective term under the Agreement, Delta shall pay
to Operator in the month following the last flight under the Agreement by the applicable ERJ-170 Baseline Aircraft an amount
equal to the product of (y) [*] multiplied by (z) [*].
D. Prior to each of the “Amended Expiration Dates” set forth in Exhibit B attached hereto, Delta shall have the option, in its sole
discretion, to extend the term of any, or all, of the ERJ 170 Baseline Aircraft for a period of five (5) years beyond each
respective Amended Expiration Date (the “ERJ-170 Baseline Aircraft Extension Term”) by providing Operator no less than [*]
prior written notice. If Delta exercises such option for one or more ERJ-170 Baseline Aircraft, then the monthly Aircraft
Rent/Ownership Cost with respect to each such ERJ-170 Baseline Aircraft shall be [*] (subject to potential Mark-Up in
accordance with Article 3 of the Agreement). If Delta does not exercise such option with respect to an ERJ-170 Baseline
Aircraft, such ERJ 170 Baseline Aircraft shall be removed from Delta Connection service and the scope of the Agreement as of
its Amended Expiration Date.
5. Addition of Nine (9) ERJ 170 Aircraft.
A. Pursuant to Article 1(A) of the Agreement, effective as of the respective “In-Service Date” (as defined below), the nine (9) ERJ
170 Aircraft set forth in Exhibit B attached hereto and incorporated herein (the “Placement Aircraft”) shall be included as
Aircraft under the terms of the Agreement, except as otherwise set forth in this Amendment. The
3