Letter Agreement No. 11, dated as of November 13, 2021, by and between Airbus S.A.S. and Frontier Airlines, Inc

Re: [***]

This Letter Agreement No. 11 (hereinafter referred to as this “Letter Agreement”) is entered into as of November 13, 2021 between FRONTIER AIRLINES, INC. (the “Buyer”) and AIRBUS S.A.S. (the “Seller”).

WHEREAS, the Buyer and the Seller entered into an A320 Family Aircraft Purchase Agreement dated as of September 30, 2011 (as amended, supplemented and modified from time to time prior to the date hereof, the “Agreement”);

WHEREAS, the Buyer has requested [***]; and

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE SELLER AND THE BUYER AGREE AS FOLLOWS:

Capitalized terms used herein and not otherwise defined in this Letter Agreement have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement constitutes an integral, non-severable part of the Agreement, that the provisions of the Agreement are hereby incorporated herein by reference, and that this Letter Agreement is governed by the provisions of the Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

The following definitions are only applicable to this Letter Agreement and in the event of any conflict with the following definitions and similarly defined terms elsewhere in the Agreement, the definitions set forth herein shall prevail.

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(i)[***]

(ii)[***]

(iii)[***].

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2.2.1[***]

2.2.2[***]

2.2.3[***]

2.2.4[***]

2.3[***]

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3.1Upon the entry in to full force and effect of Amendment No. 11, [***]

3.1.1Except as set forth in Clause 3.1.2 below, [***]

3.1.2[***]

3.2[***]

(i)[***]

(ii)[***]

(iii)[***]

(iv)[***]

(v)[***]

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Notwithstanding any other provision of this Letter Agreement or of the Agreement but subject to Clause 21.2 of the Agreement, this Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of the provisions of this Paragraph [***] will be void and of no force or effect.

5.1Subject to Clause 5.2 below, this Letter Agreement is subject to the terms and conditions of Clause 22.11 of the Agreement.

5.2[***]

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This Letter Agreement shall terminate and be of no further force and effect, and the parties shall have no obligation or liability to the other, whether in contract, tort or otherwise in respect hereof at the close of business, November 15, 2021 unless (i) [***] and (ii) [***]

For purpose of this Clause 6:

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This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument.