EX-10.20(C)




 Exhibit 10.20(c) 

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 Attachment on Aircraft Production Inspection 

(“APIP Attachment”) 
  

			
	between	  	 Frontier Airlines
 7001 Tower Road

Denver, CO 80249
 USA

hereinafter referred to as “Frontier”

		
	and	  	LUFTHANSA TECHNIK AG
		
		  	 Weg beim Jäger 193
 22335 Hamburg

Germany
 hereinafter referred to as “LHT”

		
		  	each of them hereinafter referred to individually as a “Party” and collectively as the “Parties”.


  

			
	 APIP ATTACHMENT Frontier Airlines
 April 30th,
2015
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	1.	SCOPE OF THE APIP ATTACHMENT 

 Frontier hereby engages LHT and LHT agrees to provide to
Frontier its professional support services that shall consist of supporting the inspections held by Airbus in accordance with the Airbus Customer Inspection Program FM1302305, in order to give continuity to the Aircraft delivery process (hereinafter
the “Aircraft Production Inspection Program or APIP”). 
 The terms and conditions of the said services are outlined in this APIP
Attachment and set out in detail in Article 3 SCOPE OF SERVICES of this APIP Attachment. 
 The General Terms of the “Agreement on
Technical Services for A320 Family Aircraft” dated 5.11.2014 between the Parties (hereinafter referred to as the “General Terms”) shall apply wherever applicable, unless stated otherwise in this APIP Attachment. For the purposes of
this APIP Attachment, such General Terms will remain in effect during the Term. This APIP Attachment shall prevail in the case of a conflict between this APIP Attachment and the General Terms. 

 

	2.	DEFINITIONS AND ABBREVIATIONS 

 The following capitalized terms, expressions and
abbreviations shall have the following meanings for the Services provided subject to this APIP Attachment: 
  

			
	 Aircraft
	  	an aircraft being manufactured by Airbus to be delivered to Frontier a detailed listing of the Aircraft to be covered under this APIP Attachment is set forth in Article 1 of Annex No.1 to the APIP Attachment stating the respective
manufacturer serial number (MSN).
		
	 Airbus
	  	Airbus S.A.S.
		
	 BFE
	  	Buyer furnished equipment
		
	 BFG
	  	Goodrich Cooperation
		
	 Buy Backs
	  	LHT acceptance of any rectifications made by Airbus
		
	 eQLB
	  	shall mean the Airbus electronic quality log book
		
	 FAL
	  	shall mean the final assembly line as used in Airbus Customer Inspection Program FM1302305 in order to give continuity to the Aircraft delivery process
		
	 FAL Customer Manager
	  	is the responsible contact person at Airbus for all quality issues with respect to the Aircraft


  

			
	 APIP ATTACHMENT Frontier Airlines
 April 30th,
2015
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	 Fixed Price
	  	a predetermined price for the Service or Services according to Article 3
		
	 Services
	  	The scope of work as described in Article 3 of this APIP Agreement
		
	 Term
	  	a reference to the term during which this APIP Attachment is effective (as set out in Article 8).

 Other capitalized terms used herein but not defined shall have the meanings given in the General Terms. 

 

	3.	SCOPE OF SERVICES 

  

	3.1	Subject to the terms and conditions set forth in this APIP Attachment, LHT shall perform the Services as stipulated under this Article and according to the presentations made by Airbus in accordance with Airbus Customer
Inspection Program FM1302305. 

  

	3.1.1	Assembly Inspection 

 With regard to the final assembly Inspection the support Services performed by LHT include
the following: 
  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 


  

			
	  
 *****
Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 APIP ATTACHMENT Frontier
Airlines
 April 30th, 2015

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	3.1.2	Section Inspection 

 With regard to the section inspection the Services performed by LHT include
the following: 
 ***** 
  

	 	•	 	***** 

 ***** 
  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

 ***** 
  

	3.1.3	Final Acceptance Assistance 

 LHT assists the final acceptance inspectors assigned by Frontier
during the final acceptance inspection by participation of one appropriate assembly line inspector of LHT. Such assistance is limited to the available know-how and expertise of the assigned LHT inspector. 

This service includes: 
 *****


  

			
	  
 *****
Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 APIP ATTACHMENT Frontier
Airlines
 April 30th, 2015

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 [LOGO] Lufthansa Technik 

 
  


	3.2	LHT shall provide written reports to Frontier. The contents and format of such reports shall be mutually agreed between the Parties. 


The Report shall include following information: 
  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	 	•	 	***** 

  

	3.3	If in the course of the provision of Services and at its discretion, LHT becomes aware of the fact that it is necessary or advisable to modify the contractual performances, LHT will submit to Frontier a written proposal
concerning the suggested alterations. The Parties hereto will use all reasonable efforts to come to a written agreement regarding such modifications, to be recorded as an amendment to this APIP Attachment For the avoidance of doubt, any such
modifications or alterations are subject to a written agreement in the form of an amendment to this APIP-Agreement. 

  

	3.4	With regard to APIP, all information, data, documents made available to LHT by Frontier or Airbus, LHT assumes and shall have the right to assume that such information, data and/or documents made available to LHT are
correct. LHT shall have no obligation to verify such information, data and /or documents. Consequently LHT shall not be responsible for any incorrect results of their consulting performance as far as such results are due to incorrect information,
data and/or documents material furnished by Frontier. 

  

	4.	OBLIGATIONS OF FRONTIER 

 Frontier shall provide the following documentation required for
the provision of the Services no later than ***** before begin of the Services for each Aircraft and in addition any other information or data or documentation (“Additional Information”) LHT may require for the provision of the Services.

  

	 	•	 	Participation Agreement to guarantee LHT’s access to the aircraft 

  

	 	•	 	Detailed Frontier aircraft specification 

 ***** 

 

	5.	PRICES AND INVOICING 

 For this APIP Attachment, LHT will perform the Services described
in this APIP Attachment ***** for ***** Aircraft of which the first ***** are referenced in ANNEX 1, Article 1 Aircraft. 
 Subsequently LHT
shall not send any invoices for the services as described in this Attachment under Article 3 Scope of Service. 

  

			
	  
 *****
Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
 APIP ATTACHMENT Frontier
Airlines
 April 30th, 2015

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	6.	QUALITY AND WARRANTY 

  

	6.1	Quality 

 LHT shall perform all Services under this APIP Attachment in accordance with
LHT’s Authority approved management system. 
 Upon prior written and reasonable request, Frontier shall have the right to perform
quality audits of LHT’s organization. In the event that such audit leads to any objections, the Parties shall meet and discuss appropriate remedies to restate compliance with LHT’s Authority approved management system. 

 

	6.2	Sole and exclusive Warranty 

 LHT warrants that the Services provided comply with the LHT
Authority approved management system. The warranty shall be limited to ***** after delivery of the Aircraft by Airbus to Frontier. 
 *****
For the avoidance of doubt: LHT assumes no responsibility and gives no warranty for any defects originated by Airbus. 
  

	7.	ADDITIONAL LIABILITY AND INDEMNIFICATION 

 ***** 

All other Liability and Indemnification clauses from the General Terms shall remain valid. 

 

	8.	TERM AND TERMINATION 

 This APIP Attachment is valid from the date of signature until LHT
has fully supported aircraft production inspections on thirty (30) Frontier aircraft deliveries 
  

 

  

			
	 ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange
Commission.
 APIP ATTACHMENT Frontier Airlines
 April 30th,
2015
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 [LOGO] Lufthansa Technik 

 
  

 The following ANNEX is an Integral part of this APIP Attachment: 

ANNEX NO. 1 – AIRCRAFT AND PRICES FOR THE SERVICES 
 IN
WITNESS WHEREOF Frontier and LHT have each caused this APIP Attachment to be executed by their duly authorised representatives as of the day and year written below. 
  

							
	Hamburg, Germany	 		 	For and on behalf of
	Date: April 30, 2015	 		 	LHT:
				
	Name:	 	 Daniel Schiffer
	 		 	 /s/ Daniel Schiffer

		 		 		 	
	Title:	 	 Head of APIP
	 		 	
			
	  
	 		 	For and on behalf of
	Date: April 30, 2015	 		 	 Frontier Airlines, Inc.:

				
	Name:	 	 Holly L. Nelson
	 		 	 /s/ Holly L. Nelson

		 		 		 	
	Title:	 	 Chief Accounting Officer
	 		 	


  

			
	 APIP ATTACHMENT Frontier Airlines
 April 30th,
2015
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 ANNEX NO. 1 
  

	1.	AIRCRAFT 

 Frontier Airbus A321 Aircraft to be delivered by Airbus: 

***** 
 Schedule
for additional Frontier Airbus Aircraft to be added at a later date. 
  

 

***** Confidential portions of the material have been omitted and filed separately with the Securities and
Exchange Commission. 
 APIP ATTACHMENT Frontier Airlines 

April 30th, 2015 

  

			
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