EXHIBIT 10.3(b)


 


PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION IN A CONFIDENTIAL TREATMENT REQUEST UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE SYMBOL “[***]” IN THIS EXHIBIT
INDICATES THAT INFORMATION HAS BEEN OMITTED.


 


Amendment No. 11


 


To the A318/A319 Purchase Agreement


 


Dated as of March 10, 2000


 


between


 


AIRBUS S.A.S.


 


and


 


Frontier Airlines, Inc.


 


This
Amendment No. 11 (hereinafter referred to as the ”Amendment”) is entered
into as of October 23, 2007, between AIRBUS S.A.S., organized and existing under the laws of the
Republic of France, having its registered office located at 1, 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 80249-7312 USA
(hereinafter referred to as the “Buyer”).


 


WITNESSETH


 


WHEREAS,
the Buyer and AVSA, S.A.R.L, (predecessor in interest to 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 A318-100
and A319-100 aircraft, which, together with all Exhibits, Appendixes 


 


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Privileged and Confidential


 


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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, Amendment No.
3, dated as of June 18, 2001, Amendment No. 4, dated as of November 30,
2001,  Amendment No. 5, dated as of March
8, 2002,  Amendment No. 6, dated as of
March 19, 2002, Amendment No. 7, dated as of June 3, 2002, Amendment No. 8
dated as of August 20, 2003, Amendment No. 9 dated as of February 16, 2006, and
Amendment No. 10 dated as of June 5, 2007, is hereinafter called the “Agreement.”


 


WHEREAS,
the Buyer and the Seller wish to amend the terms of Clause 4 of the Agreement.


 


WHEREAS,
the Buyer and the Seller wish to amend the terms of  Clause 9.1.1 of the Agreement.


 


WHEREAS,
the Buyer and the Seller wish to amend the terms of Clause 15 of the Agreement
and to supplement the Advertising and Promotional Credit Memorandum previously
provided to the Buyer letter Agreement No. 3 to the Agreement.


 


NOW, THEREFORE, IT IS
AGREED AS FOLLOWS


 


Capitalized
items 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.


 


1.             DELIVERY 


 


1.1           The parties agree that one (1) Converted A320 Aircraft scheduled to
be delivered in May 2009 will be rescheduled to be delivered in [***] 2009 and
three (3) Incremental A320 Aircraft scheduled to be delivered in each of August
2009, November 2009 and August 2010 will be rescheduled to be delivered in,
respectively, [***]. The four (4) Aircraft rescheduled pursuant to this
Paragraph 1.1 are hereinafter referred to collectively as the “Rescheduled
Aircraft”.


 


All other
terms and conditions applicable to these Rescheduled Aircraft will remain
unchanged, except if and to the extent otherwise set forth in this Amendment.


 


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1.2           As a consequence of Paragraph 1.1 above, the delivery schedule set
forth in Clause 9.1.1 of the Agreement is hereby deleted and replaced with the
following schedule applicable to the Aircraft remaining to be delivered:


 


QUOTE


 


	
  Aircraft

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  No.

  	
   

  	
  A/C
  ID

  	
   

  	
  Aircraft
  Type

  	
   

  	
  Delivery

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29

  	
   

  	
  166897

  	
   

  	
  Converted
  A320 Aircraft

  	
   

  	
  [***]2008

  
	
  30

  	
   

  	
  166898

  	
   

  	
  Converted A320
  Aircraft

  	
   

  	
  [***]2008

  
	
  31

  	
   

  	
  166899

  	
   

  	
  Converted
  A320 Aircraft

  	
   

  	
  [***]2009

  
	
  32

  	
   

  	
  166900

  	
   

  	
  Converted
  A320 Aircraft

  	
   

  	
  [***]2009

  
	
  33

  	
   

  	
  217224

  	
   

  	
  Incremental
  A320 Aircraft

  	
   

  	
  [***]2009

  
	
  34

  	
   

  	
  217225

  	
   

  	
  Incremental
  A320 Aircraft

  	
   

  	
  [***]2010

  
	
  35

  	
   

  	
  217226

  	
   

  	
  Incremental
  A320 Aircraft

  	
   

  	
  [***]2010

  
	
  36

  	
   

  	
  217222

  	
   

  	
  Incremental
  A320 Aircraft

  	
   

  	
  [***]2010

  
	
  37

  	
   

  	
  217223

  	
   

  	
  Incremental
  A320 Aircraft

  	
   

  	
  [***]2010

  
	
  38

  	
   

  	
  217227

  	
   

  	
  Incremental
  A320 Aircraft

  	
   

  	
  [***]2011

  



 


UNQUOTE


 


2.             PRICES


 


The Seller
Price Revision Formula in Exhibit 2 to Amendment No. 8 to the Agreement, as
applied to all prices and escalating credits with respect to the Aircraft No.
31 through 38 in Paragraph 1 above, is [***].


 


3.             PREDELIVERY
PAYMENT REFERENCE PRICE


 


Notwithstanding
Paragraph 1.1 herein and without prejudice to any other provisions of the
Agreement, the Predelivery Payment Reference Price for the relevant Rescheduled
Aircraft shall be [***].


 


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4.             FIELD
SERVICES


 


In
consideration for the
Seller’s agreement to the terms and conditions of this Amendment, the Buyer agrees to a [***].


 


5.             [***] CREDITS


 


On signature of this Amendment, the Seller will
provide to the Buyer a supplement to the [***]; this supplement will be
provided on a one-time, exceptional basis. This supplement will be [***].


 


Except as
provided in the following Paragraph, the [***] will be for the exclusive use of
the Buyer for [***], provided that the [***] will be subject to the Seller’s
consent, which will not be unreasonably withheld. The Buyer will furnish the
Seller with [***].


 


[***] of this
[***] will be for the exclusive use of the Seller for [***], provided that the
[***] will be subject to the Buyer’s consent, which will not be unreasonably withheld.


 


6.             ERRATA


 


Clause
19.1 of the Agreement is hereby amended such that the reference to ‘Clause 7”
in each of subclauses i)and(ii) thereof will be a reference to “Clause 6.”


 


7.             EFFECT OF AMENDMENT


 


7.1           The following events will be conditions precedent
to the effectiveness of this Amendment: 
(i) the board of directors of the Buyer will approve the transaction
that is the subject matter of this Amendment no later than October 25, 2007;
and (ii) no later than October 31st, 2007, the Buyer will [***] in
respect of [***] in an amount equal to [***]. No later than one (1) Working Day
after the condition in subparagraph (i) of this Paragraph 6 is met, the Buyer
will deliver written notice to the Seller of such approval.


 


7.2           The provisions of this Amendment will constitute a valid amendment
to the Agreement and the Agreement will be deemed to be 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 


 


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previous
understandings, commitments, or representations whatsoever, whether oral or
written, related to the subject matter of this Amendment.


 


7.3           Both parties agree that this Amendment will constitute an integral,
nonseverable part of the Agreement, that the provisions of said Agreement are
hereby incorporated herein by reference, and that this Amendment will be governed
by the provisions of the Agreement, except that if the Agreement and this
Amendment have specific provisions that are inconsistent, the specific
provisions contained in this Amendment will govern.


 


8.             CONFIDENTIALITY


 


Without
limiting the generality of Paragraph 3 with respect to the applicability to
this Amendment of all terms and conditions of the Agreement, to the extent such
terms and conditions are not inconsistent herewith, the parties hereby
acknowledge and agree that this Amendment is subject to the confidentiality
provisions set forth in Clause 22.5 of the Agreement.


 


9.             COUNTERPARTS


 


This Amendment
may be signed by the parties hereto in counterparts, which when signed and
delivered will each be an original and together constitute but one and the same
instrument.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be signed by their
respective officers or agents on the dates written below.


 


 


	
   

  	
  AIRBUS
  S.A.S.

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:
  

  	
   

  	
   

  
	
   

  	
   

  
	
  Frontier
  Airlines, Inc.

  	
   

  
	
   

  
	
  By:
  

  	
   

  	
   

  
	
   

  	
   

  
	
  Its:
  

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:
  

  	
   

  	
   

  
											



 


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