Amendment No. 4 to A318/A319 Purchase Agreement between AVSA, S.A.R.L. and Frontier Airlines, Inc.

 Amendment No. 4 To the A318/A319 Purchase Agreement Dated as of March 10, 2000 between AVSA, S.A.R.L. and FRONTIER AIRLINES, INC. This Amendment No. 4 (hereinafter referred to as the "Amendment") is entered into as of November 30, 2001, between AVSA, S.A.R.L., a societe a responsabilite limitee organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the "Seller"), and Frontier Airlines, Inc., a corporation organized and existing under the laws of the State of Colorado, United States of America, having its principal corporate offices located at 7001 Tower Road, Denver, CO 80249, USA (hereinafter referred to as the "Buyer"). WITNESSETH WHEREAS, the Buyer and the Seller entered into an A318/A319 Purchase Agreement, dated as of March 10, 2000, relating to the sale by the Seller and the purchase by the Buyer of certain Airbus Industrie A318-100 and A319-100 model aircraft (the "Aircraft") which, together with all Exhibits, Appendixes and Letter Agreements attached thereto and as amended by Amendment No. 1 dated as of July 17, 2000, Amendment No. 2 dated as of November 6, 2000 and Amendment No. 3 dated as of June 18, 2001, is hereinafter called the "Agreement". WHEREAS, the Buyer wishes to exercise one option, NOW, THEREFORE, IT IS AGREED AS FOLLOWS 1. DEFINITIONS Capitalized terms used herein and not otherwise defined herein will have the meanings assigned to them in the Agreement. The terms "herein", "hereof" and "hereunder" and words of similar import refer to this Amendment. 2. CLAUSE 9: DELIVERY SHEDULE 2.1 The Buyer hereby exercises its option under Paragraph 1.1 of Letter Agreement No.2 to the Agreement to firmly order A319 Option Aircraft No. 1 (the "Firmly Ordered Option Aircraft"). Therefore, in accordance with Paragraph 2.1 of Letter Agreement No. 2 to the Agreement, the Seller offers the Buyer a delivery position for one A319 Additional Option Aircraft in the 3rd Quarter of year 2005. 2.2 As a consequence of Paragraph 2.1 above, the delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby canceled and replaced by the following quoted provisions: QUOTE Firm Aircraft A/C ID Aircraft Type Delivery No. * Option A/C ID Aircraft Type Delivery Aircraft No. * UNQUOTE 3. PREDELIVERY PAYMENTS The schedule of Predelivery Payments for the Aircraft is hereby amended to reflect the changes detailed above in Paragraph 2. On signature of this Amendment, the Buyer will make all Predelivery Payments then due to the Seller. 4. CLAUSE 5.3: DEPOSIT On signature of this Amendment, the Buyer will pay the Seller the sum of US$* , which represents the nonrefundable deposit (the "Option fee") for the A319 Additional Option Aircraft. The Option Fee paid will be credited without interest against the first Predelivery Payment for such A319 Additional Option Aircraft. 5. EFFECT OF THE AMENDMENT The Agreement will be deemed amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment. Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by its provisions, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern. 6. CONFIDENTIALITY This Amendment is subject to the confidentiality provisions set forth in Clause 22.5 of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers or agents on the dates written below. AVSA, S.A.R.L. By:_________________ Its:_________________ Date: November 30, 2001 FRONTIER AIRLINES, INC. By:__________________ Its:__________________ Date: November 30, 2001