13,337,587 Shares VIRGIN AMERICA INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 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 13,337,587 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), of which 13,106,377 shares will be sold by the Company and 231,210 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 2,000,638 additional shares of the
NOTE PURCHASE AGREEMENT BY AND BETWEEN VIRGIN AMERICA INC. AND VIRGIN MANAGEMENT LIMITEDNote Purchase Agreement • November 19th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 19, 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 19th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
This LETTER OF CREDIT REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of November 18, 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 November 13, 2014Registration Rights Agreement • November 19th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 13, 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”).
RECAPITALIZATION AGREEMENT dated as of November 13, 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.,...Recapitalization Agreement • November 19th, 2014 • Virgin America Inc. • Air transportation, scheduled • Delaware
THIS RECAPITALIZATION AGREEMENT (this “Agreement”) is dated as of November 13, 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 limi
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 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”).
