REDACTED EXECUTION VERSION
STRUCTURING FEE LETTER
PRIVATE & CONFIDENTIAL
To:
International Consolidated Airlines Group, S.A. (the “Company”)
El Caserío
Iberia Zona Industrial nº 2 (La Muñoza)
Camino de La Muñoza, s/n
28042 Madrid
Spain
AERL Holding Limited (the “Borrower”)
2 World Business Centre
Newall Road
London Heathrow Airport TW6 2SF
From: Banco Santander, S.A. (“Santander”)
Gran Vía de Hortaleza, 3
Edificio Pedreña (Primera Planta)
28033 Madrid
Spain
16 July 2015
____
Dear Sirs,
Project Goodison – Structuring Fee Letter
1.
We refer to the €1,400,000,000 bridge facility agreement originally dated 26 May 2015
between, among others, the Company, the Original Lenders and the Agent, as amended
and restated on 22 June 2015 (the “Existing Facility Agreement”) and as further
amended and restated by an amendment and restatement agreement dated on or about
the date of this letter between, among others, the Company, the Borrower and
Santander (the “Amendment Agreement”), (the Existing Facility Agreement as
amended by the Amendment Agreement, the “Amended Facility Agreement”).
2.
Unless otherwise defined herein, capitalised terms defined in the Amended Facility
Agreement have the same meaning when used in this letter.
3.
The Borrower will pay to Santander:
(A)
a fee in an amount equal to [REDACTED] % of Santander’s Tranche A1
Commitments as at the Acquisition Settlement Date, payable within five (5)
Business Days of the Acquisition Settlement Date; and
(B)
a fee in an amount equal to [REDACTED] % of Santander’s Tranche A1
Commitments as at the first Utilisation Date, payable within five (5) Business
Days of the first Utilisation Date.