EXECUTION VERSION
AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT
Dated as of September 29, 2000
between
POLARIS HOLDING COMPANY
as Lessor
and
FRONTIER AIRLINES, INC.
as Lessee
in respect of
Aircraft Lease Agreement dated as of May 1, 1996
relating to one Boeing 737-2L9 aircraft manufacturer's serial number 22733
THIS AGREEMENT is dated as of September 29, 2000
BETWEEN:
POLARIS HOLDING COMPANY, a company incorporated under the laws of Delaware whose principal office is c/o GE
Capital Aviation Services, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Lessor"); and
FRONTIER AIRLINES, INC., a company incorporated under the laws of Colorado whose headquarters are at ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Lessee").
WHEREAS:
(A) By an Aircraft Lease Agreement dated as of May 1, 1996 as amended and supplemented by Letter
Agreement No. 1 dated as of May 1, 1996 (as further amended, modified and supplemented from time
to time, the "Lease"), Lessor leased to Lessee and Lessee took on lease one Boeing 737-2L9
aircraft with manufacturer's serial number 22733, together with the engines (each having 750 or
more rated takeoff horsepower) installed thereon, all more fully identified in Schedule 1 hereto,
together with the related parts and equipment (collectively, the "Aircraft") on the terms and
subject to the conditions contained therein.
(B) Interests in the Aircraft and such engines are affected by the Lease and the other instruments
identified (together with information respecting their recordation by the FAA under the Federal
Aviation Act) in Schedule 2 hereto.
(C) Lessor and Lessee wish to enter into this Agreement for the purpose of extending the term of the
Lease and making certain further amendments to the Lease.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions: Capitalised terms used herein but not defined shall have the respective meanings
ascribed to such terms in the Lease. In this Agreement "Extended Lease" means the Lease as
amended by this Agreement.
1.2 Construction: The provisions of Clause 1.2 (Construction) of the Lease shall apply to this
Agreement as if the same were set out in full herein.
2. REPRESENTATIONS AND WARRANTIES
Lessee hereby repeats the representations and warranties in Clause 2.1 of the Lease as if made with
reference to the facts and circumstances existing as at the date hereof and as if the references in
such representations and warranties to "this Agreement" referred to the Lease as amended by this
Agreement.
3. LEASE EXTENSION
Lessor and Lessee hereby agree (subject to satisfaction of the conditions specified in Clause 5) to
extend the period for which the Aircraft is leased to Lessee pursuant to the Lease from the current
Expiry Date of May 30, 2001 to September 30, 2002. Accordingly, the Lease is hereby amended
(subject to satisfaction of the conditions specified in Clause 5), by deleting the words "the day
preceding the day which is the 60th monthly anniversary of the Delivery Date" in the definition of
"Expiry Date" in Clause 1.1 and replacing them with the words "September 30, 2002".
4. OTHER AMENDMENTS TO LEASE
4.1 Other Amendments: The Lease shall be further amended (subject to satisfaction of the conditions
specified in Clause 5) as follows:
4.1.1 The definition of "Other Agreements" in Clause 1.1 shall be amended by deleting the words "GPA
Group plc" and replacing them with the words "Airplanes Holdings Limited".
4.1.2 The following definitions shall be added in the appropriate alphabetical order in Clause 1.1:
"Pre-Approved Bank ▇▇▇▇▇ Fargo Bank, N.A."
"Letter of Credit as defined in Clause 5.1 hereof."
"Required LC Expiry Date" the date which is 91 days after the Expiry Date."
4.1.3 Clause 5.1 is hereby amended and restated its entirety as follows:
"5.1 Deposit:
(a) Lessee shall pay to Lessor a Deposit in the amount set forth in the definition of that
term in Letter Agreement Number 1.
(b) In lieu of a cash Deposit, Lessee shall have the option to provide Lessor with a letter
of credit issued and payable by a Pre-Approved Bank or another bank reasonably
acceptable to Lessor in its reasonable discretion and in form and substance reasonably
acceptable to Lessor, and, if not issued by a Pre-Approved Bank or by the New York
branch of a major bank reasonably acceptable to Lessor in its reasonable discretion from
time to time, will be confirmed by and payable at the New York branch of a major bank
reasonably acceptable to Lessor in its reasonable discretion from time to time (the
"Letter of Credit"). The Letter of Credit will be issued in lieu of a cash Deposit as
security for all payment obligations of Lessee under the Lease and Other Agreements
(including any and all obligations to indemnify Lessor for Losses suffered or incurred
by it), which shall remain in full force and effect and may be drawn down by Lessor upon
demand at any time or times following the occurrence of an Event of Default until the
Required LC Expiry Date.
(c) With the prior written consent of Lessor, the Letter of Credit may have a validity
period or periods ending prior to the Required LC Expiry Date, provided that (i) the
Letter of Credit shall, in each case, be renewed and delivered to Lessor not later than
45 days prior to its expiry; and (ii) a Letter of Credit shall remain in force at all
times up to the Required LC Expiry Date.
(d) If at any time during the Term, Lessor reasonably determines in its reasonable
discretion that the current issuing or confirming bank for the Letter of Credit is no
longer an acceptable issuing or confirming bank (whether by virtue of a material adverse
change in its financial condition, a decrease in any credit rating of its long-term
unsecured debt obligations, or for any other reason) Lessee shall promptly procure that
the Letter of Credit is replaced by a Letter of Credit issued by another bank reasonably
acceptable to Lessor in its reasonable discretion and (if reasonably requested by Lessor
in its reasonable discretion) that such replacement Letter of Credit is confirmed by
another bank reasonably acceptable to Lessor in its reasonable discretion.
(e) If Lessor makes a drawing under the Letter of Credit, Lessee shall, following a demand
in writing by Lessor, procure that the maximum amount available for drawing under the
Letter of Credit is promptly restored to the level at which it stood immediately prior
to such drawing.
(f) If Lessee elects to provide Lessor with a Letter of Credit in lieu of the cash Deposit
pursuant to the provisions of this Clause 5.1, then promptly upon receipt by Lessor of
such Letter of Credit, Lessor shall return such cash Deposit to Lessee. If at any time
thereafter a Letter of Credit shall not be in force and effect, then Lessee shall
promptly provide Lessor with a cash Deposit.
(g) So long as no Default or Event of Default then exists, Lessor shall refund to Lessee all
Deposits (if any) then held by Lessor or, as the case may be, return the Letter of
Credit upon return and final acceptance of the Aircraft by Lessor on the Expiry Date or
promptly after receipt of the Agreed Value after an Event of Loss.
4.1.4 Clause 7.3(b)(i) shall be amended by inserting the words "(if any) or, as the case may be, return
the Letter of Credit" immediately after the word "Deposit".
4.1.5 Clause 16.11 shall be amended by (a) deleting the Lessor contact information and replacing it with
the following: "Lessor: Address: c/o GE Capital Aviation Services, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; Attn: Contracts Leader; Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇; Telephone: (203)
357-4482"; and (b) by deleting the "With a copy to" contact information.
4.1.6 The following sentence shall be added at the end of Clause 16.12(a):
"The U.N. Convention on Contracts for the International Sales of Goods is not applicable to this
Agreement and all of its terms must be construed in accordance with the Governing Law applicable
to domestic transactions in the jurisdiction to which the Governing Law pertains."
5. CONDITIONS PRECEDENT
5.1 Conditions: This Agreement and Lessor's obligation to extend the Term shall be subject to the
satisfaction of each of the following conditions and receipt of the following documents:
(a) Insurances: certificates of insurance, an undertaking from Lessee's insurance broker
and other evidence satisfactory to Lessor of Lessee's due compliance with the provisions
of the Lease (as extended hereby) regarding Insurances;
(b) Legal Opinion: a legal opinion from Lessee's counsel in form and substance reasonably
acceptable to Lessor;
(c) Filings and FAA Opinion: evidence of the recordation of this Amendment with the FAA
and, promptly after such recordation, provision by Lessee to Lessor of an opinion of FAA
counsel acceptable to Lessor who are recognized specialists with regard to FAA
registration matters in a form acceptable to Lessor acting reasonably as to the due
filing for recordation of this Amendment;
(d) Certificate of Lease Termination: a replacement certificate of lease termination
executed by a duly authorized officer of Lessee, substantially in the form of Schedule 3
hereto, acknowledging that the Extended Lease is no longer in effect with respect to the
Aircraft, which certificate Lessor will hold in escrow to be filed at the FAA upon the
expiration of the Term or other termination of the leasing of the Aircraft to Lessee
pursuant to the Extended Lease.
(e) Other: such other documents as Lessor may reasonably request.
5.2 Further Conditions: The obligation of Lessor to extend the Term under this Agreement is subject
to the further condition that, as of May 30, 2001 (the Expiry Date prior to the amendment
contained herein), no Default or Event of Default shall have occurred and be continuing under the
Lease or any other Operative Document.
5.3 Waiver: The conditions specified in Clauses 5.1 and 5.2 are for the sole benefit of Lessor and
may be waived or deferred (in whole or in part and with or without conditions) by Lessor.
6. MISCELLANEOUS
6.1 Further Assurances: Lessee agrees from time to time to do and perform such other and further acts
and execute and deliver any and all such other instruments as may be required by law or reasonably
requested by Lessor to establish, maintain and protect the rights and remedies of Lessor and to
carry out and effect the intent and purpose of this Agreement.
6.2 Counterparts: This Agreement may be executed in any number of separate counterparts, and each
counterpart shall when executed and delivered be an original document, but all counterparts shall
together constitute one and the same instrument.
6.3 Governing Law: The provisions of Clause 16.12 (Governing Law and Jurisdiction) of the Lease shall
apply to this Agreement as if the same were set out in full herein.
6.4 Variation: The provisions of this Agreement shall not be varied otherwise than by an instrument
in writing executed by or on behalf of Lessor and Lessee.
6.5 Invalidity of any Provision: If any provision of this Agreement becomes invalid, illegal or
unenforceable in any respect under any law, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired.
6.6 Costs and Expenses: In accordance with Clause 16.9 of the Lease, Leasee shall bear the costs and
expenses associated with this extension and amendment of the Lease, including without limitation
the costs and expenses of legal counsel providing the legal opinions referenced in Clause 5.1
7. CONTINUATION OF LEASE
Save as expressly amended by this Agreement, the Lease shall continue in full and unvaried force
and effect as the legal, valid and binding rights and obligations of each of Lessor and Lessee
enforceable in accordance with their respective terms.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
Signed for and on behalf of
POLARIS HOLDING COMPANY
By: __________________
Title: __________________
Signed for and on behalf of
FRONTIER AIRLINES, INC.
By: __________________
Title: __________________
SCHEDULE 1
DESCRIPTION OF AIRCRAFT
-----------------------
AIRCRAFT: N270FL
Manufacturer: Boeing
Model: 737-2L9
Serial Number 22733
ENGINES:
Type: ▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-17
Serial Nos.: 688456 and 702762
SCHEDULE 2
INSTRUMENTS
-----------
Aircraft Lease Agreement dated as of May 1, 1996, between Polaris Holding Company as lessor and
Frontier Airlines, Inc. as lessee, as supplemented by Lease Supplement No. 1 dated May 1, 1996,
recorded by the FAA on August 5, 1996, as Conveyance No. XX006402, as amended by Amendment No. 1
dated as of October 11, 1996, recorded November 13, 1996, as Conveyance No. NN012761 (collectively,
the "Lease")
SCHEDULE 3
[FORM OF]
CERTIFICATE OF LEASE TERMINATION
The undersigned hereby certify that the Aircraft Lease Agreement dated as of May 1, 1996, as amended
and supplemented by the Aircraft Lease Extension and Amendment Agreement dated as of September ___, 2000, and
as further described in the Appendix attached hereto, has terminated and the aircraft and the aircraft
engines covered thereby are no longer subject to the terms thereof. This certificate may be executed in one
or more counterparts each of which when taken together shall constitute one and the same instrument.
DATED this _________________ day of____________________________
Lessor: Lessee:
POLARIS HOLDING COMPANY FRONTIER AIRLINES, INC.
By: _______________________ By: ________________________
Title: Title: