] Shares VIRGIN AMERICA INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
Virgin America Inc., a Delaware corporation (the “Company”), and VX Employee Holdings LLC, a Company employee stock ownership vehicle (the “Firm Selling Shareholder”), propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), of which [ ] shares will be sold by the Company and [ ] shares will be sold by the Firm Selling Shareholder. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. Certain shareholders of the Company listed on Schedule II hereto (the “Option Selling Shareholders”) also propose to sell at the Underwriters’ option an aggregate of up to [ ]
SIGNATORY AGREEMENT (International Transactions)Signatory Agreement • November 3rd, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
This Signatory Agreement, including the Schedules attached hereto (“this Signatory Agreement”) and together with the Master Terms of Service (“MTOS”) referenced below (“this Agreement”), dated as of August 14, 2012 (“Effective Date”), is by and between Virgin America Inc., a company organized under the laws of the state of Delaware and having its place of business at 555 Airport Blvd., Burlingame, CA 94010 (hereafter “Carrier”), and Elavon Financial Services Limited (UK Branch) having its registered office address at Meridien House, 69-71 Clarendon Road, London WD17 1DS United Kingdom as “Member” and “Servicer.” Carrier, Member and Servicer shall be collectively referred to as the “Parties” and individually each a “Party”. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the MTOS attached hereto as Exhibit B and incorporated herein as provided in Section 1 below.
NOTE PURCHASE AGREEMENT BY AND BETWEEN VIRGIN AMERICA INC. AND VIRGIN MANAGEMENT LIMITEDNote Purchase Agreement • November 3rd, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of , 2014, by and between Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“Lender”), and Virgin America Inc., a Delaware corporation (the “Issuer”, and together with Lender, the “Parties”).
LETTER OF CREDIT REIMBURSEMENT AGREEMENTLetter of Credit Reimbursement Agreement • November 3rd, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
This LETTER OF CREDIT REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of , 2014, by and between Virgin Holdings Limited, a limited liability company organized under the laws of England and Wales (“VHL”), and Virgin America Inc., a Delaware corporation (“Virgin America”, and together with VHL, and their respective successors and permitted assigns, the “Parties”).
REGISTRATION RIGHTS AGREEMENT of VIRGIN AMERICA INC. Dated as of , 2014Registration Rights Agreement • November 3rd, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2014, and among Virgin America Inc., a Delaware corporation (the “Company”), VX Holdings, L.P., a Delaware limited partnership, Virgin Management Limited, a limited liability company organized under the laws of England and Wales, and VA Holdings (Guernsey) LP, a Guernsey limited partnership (collectively, “Virgin”), Cyrus Aviation Holdings, LLC, a Delaware limited liability company (“Cyrus Aviation”), and CM Finance Inc, a Maryland corporation (together, for purposes of this Agreement only “Cyrus”), PAR Investment Partners, L.P., a Delaware limited partnership (“PAR”), and VAI MBO Investors, LLC, a Delaware limited liability company ( “MBO” and together with Virgin and Cyrus and the other Persons (as defined below) party hereto, the “Pre-IPO Stockholders”).
PAYMENT PROCESSING SUPPORT SERVICES AGREEMENTPayment Processing Support Services Agreement • November 3rd, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
THIS PAYMENT PROCESSING SUPPORT SERVICES AGREEMENT (the “Agreement”) is entered into as of January 20, 2014 (the “Effective Date”), by and between Elavon, Inc. (“Elavon”) and Virgin America Inc. (“Client”). In the event of a conflict between the provisions set forth below and those contained in any Schedule, the provisions set forth below shall govern.
RECAPITALIZATION AGREEMENT dated as of , 2014 by and among VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP, VX HOLDINGS, L.P., VIRGIN HOLDINGS LIMITED, CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD., CYR FUND, L.P., CRESCENT 1,...Recapitalization Agreement • November 3rd, 2014 • Virgin America Inc. • Air transportation, scheduled • Delaware
THIS RECAPITALIZATION AGREEMENT (this “Agreement”) is dated as of , 2014, and is being entered into by and among Virgin America Inc., a Delaware corporation (the “Company”); Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”); VX Holdings, L.P., a Delaware limited partnership (“VXH”); VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”); Virgin Holdings Limited, a limited liability company organized under the laws of England and Wales (“VHL” and together with VXH, VML and VXH, the “Virgin Group”); Cyrus Select Opportunities Master Fund, Ltd., a limited company based in the Cayman Islands (“CSOM”); CYR Fund, L.P., a Delaware limited partnership (“CYR”); Crescent 1, L.P., a Delaware limited partnership (“Crescent”); Cyrus Opportunities Master Fund II, Ltd., a limited company based in the Cayman Islands (“COM”); Cyrus Aviation Investor, LLC (“Investor LLC”); Cyrus Aviation Partners III, L.P., a Delaware limited partner
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 3rd, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 2, 2014, by and among PAR Investment Partners, L.P., a Delaware limited partnership (“Buyer”), Virgin America Inc., a Delaware corporation (the “Company”), Cyrus Aviation Holdings, LLC, a Delaware limited liability company (“Cyrus”) and VX Holdings, L.P., a Delaware limited partnership (the “Virgin Group,” and together with Cyrus, the “Sellers”).
