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IAE PROPRIETARY INFORMATION
Exhibit 10.33
IAE International Aero Engines AG
400 Main Street
East Hartford, CT 06108 USA
March 10, 2011
Mr. David Bradford
Vice President and Controller
Spirit Airlines
2800 Executive Way
Miramar, FL 33025
Ladies and Gentlemen:
We refer to the Fleet Hour Agreement dated April 11, 2005 between IAE International Aero Engines AG (“ IAE ”)
and
Spirit Airlines, Inc. (“ Spirit ”),
as amended from time to time, such contract being hereinafter referred to as the "
Contract. " Unless expressly stated to the contrary, capitalized terms used in this Side Letter Agreement No. 6 (“
SLA 6
”) shall have the same meaning given to them in the Contract.
WHEREAS,
*****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
Subject: Side Letter Agreement No. 6 to the V2500-
A5 Fleet Hour Agreement between IAE International
Aero Engines AG and Spirit Airlines, Inc. dated April 11, 2005
i)
Spirit and IAE are in discussions to restructure the Contract, from a fifteen year period of cover to a *****
period of cover (“ Restructured FHA ”);
ii)
The amounts invoiced by IAE to Spirit for Restoration Shop Visits under the Restructured FHA may differ
from the amounts invoiced under the Contract;
iii)
Spirit has requested and IAE has agreed to reconcile the invoiced amounts for Restoration Shop Visits
under the Contract to the amounts that would have been invoiced under the Restructured FHA in
accordance with terms herein; and
iv)
Spirit and IAE (collectively, the “ Parties ” and each a “ Party ”)
hereby agree to the terms set forth below
in order to memorialize this agreement.
1.
Reconciliation of Restoration Shop Visit Invoices
1.1
Subject to the Parties executing the Restructured FHA no later than the 31
st
of May 2011, the Parties
agree to reconcile the difference between the invoiced amounts for Restoration Shop Visits under the
Contract (the “ Contract Amounts ”)
and the amounts that would have been invoiced using the
Restoration Shop Visit invoicing methodology as agreed in the Restructured FHA (the “
Restructured
FHA Amounts ”) for the Restoration Shop Visits listed in Appendix A hereto (the “
Reconciliation Shop
Visits
”).
1.2
For each Reconciliation Shop Visit, if the Contract Amount is greater than the Restructured FHA Amount,
then IAE will issue a credit to Spirit for the difference between such amounts (each a “
Reconciliation
Shop Visit Credit ”).
1.2.1
Reconciliation Shop Visit Credits, if any, will be issued to Spirit within ***** of Spirit and IAE
executing the Restructured FHA.
1.2.2
Reconciliation Shop Visit Credits may be used to offset Restoration Shop Visit invoices under the
Restructured FHA or toward the purchase of V2500 parts or tooling, as may be selected by Spirit
in its sole discretion.
1.3
For each Reconciliation Shop Visit, if the Restructured FHA Amount is greater than the