Amendment No. 3 to A318/A319 Purchase Agreement between AVSA, S.A.R.L. and Frontier Airlines, Inc.

 Amendment No. 3 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. 3 (hereinafter referred to as the "Amendment") is entered into as of June 18, 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, Appendices and Letter Agreements attached thereto, and as amended by Amendment No. 1 dated as of July 17, 2000 and Amendment No. 2 dated as of November 6, 2000 is hereinafter called the "Agreement". WHEREAS, the Buyer and the Seller have agreed to make changes to the delivery schedule of the Aircraft and; WHEREAS, the Buyer wishes to exercise two options, 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 and the Seller agree to * . 2.2 In addition, the Buyer hereby exercises its option under * . 2.3 As a consequence of Paragraphs 2.1 and 2.2 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. --- 1 * * * 2 * * * 3 * * * 4 * * * 5 * * * 6 * * * 7 * * * 8 * * * 9 * * * 10 * * * 11 * * * 12 * * * 13 * * * 14 * * * Option A/C ID Aircraft Type Delivery ------- ------ ------------- -------- Aircraft No. ----------- 1 * * * 2 * * * 3 * * * 4 * * * 5 * * * 6 * * * 7 * * * 8 * * * 9 * * * UNQUOTE 2.4 With regard to the A319 Firmly Ordered Option Aircraft No. 5, the Seller will use its reasonable efforts subject to its, and the Manufacturer's, industrial and commercial constraints to deliver the Aircraft by *. 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$* (US dollars--*), which represents the nonrefundable deposit of US$* (the "Option fee") for each of the two (2) 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: ________________ FRONTIER AIRLINES, INC. By: __________________ Its: __________________ Date: ________________