EX-10.23





 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). 
 Such excluded information is not material and would likely cause competitive harm to the
registrant if publicly disclosed. 
 Exhibit 10.23 
  

			
	



	  	CLIFFORD CHANCE US LLP

 EXECUTION VERSION 

DATED AS OF DECEMBER 22, 2020 

VERTICAL HORIZONS, LTD., 
 AS
BORROWER 
 EACH LENDER 

IDENTIFIED ON SCHEDULE I HERETO 
 AS
LENDERS 
 CITIBANK, N.A., 
 AS
FACILITY AGENT 
 CITIGROUP GLOBAL MARKETS, INC., 

AS ARRANGER 
 BANK OF UTAH, 

NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY 

AS SECURITY TRUSTEE 
  

 
 SIXTH AMENDED AND 

RESTATED CREDIT AGREEMENT 
 IN
RESPECT OF THE PDP FINANCING OF 
 TWENTY-TWO (22) AIRBUS A320NEO AIRCRAFT AND 

TWENTY-FOUR (24) AIRBUS A321NEO AIRCRAFT 
  

 
  













							
	 1.
	 	Certain Definitions	  	 	2	 
			
	 2.
	 	Commitments; Borrower’s Notice of Payment Dates; Closing Procedure	  	 	2	 
			
	 3.
	 	Fees; Cancellation of Facility Amount	  	 	4	 
			
	 4.
	 	Conditions	  	 	5	 
			
	 5.
	 	The Certificates	  	 	12	 
			
	 6.
	 	Termination of Interest in Collateral	  	 	28	 
			
	 7.
	 	Borrower’s Representations and Warranties	  	 	28	 
			
	 8.
	 	General Indemnity	  	 	30	 
			
	 9.
	 	Indemnity to the Facility Agent	  	 	33	 
			
	 10.
	 	Covenants of the Borrower	  	 	33	 
			
	 11.
	 	The Facility Agent	  	 	44	 
			
	 12.
	 	The Security Trustee	  	 	44	 
			
	 13.
	 	Conduct of Business by the Finance Parties	  	 	44	 
			
	 14.
	 	Supplements and Amendments to this Agreement and Other Documents	  	 	44	 
			
	 15.
	 	Notices	  	 	46	 
			
	 16.
	 	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial; Agent for Service of Process.	  	 	47	 
			
	 17.
	 	Invoices and Payment of Expenses	  	 	48	 
			
	 18.
	 	Confidentiality	  	 	49	 
			
	 19.
	 	Miscellaneous	  	 	49	 
			
	 20.
	 	Limitation of Security Trustee Liability	  	 	52	 
			
	 21.
	 	Limitation on Liability	  	 	52	 

  

					
	 Schedule I Notice & Account Information
	  	 	1	 
		
	 Schedule II Commitments
	  	 	2	 
		
	 Schedule III Advances
	  	 	3	 
		
	 Schedule IV The Facility Agent
	  	 	4	 
		
	 Schedule V The Security Trustee
	  	 	10	 
		
	 Schedule VI BFE
	  	 	18	 
		
	 Exhibit A Funding Notice
	  	 	19	 
		
	 Exhibit B Loan Assignment Agreement
	  	 	21	 
		
	 Exhibit C Form of Step-In Agreement
	  	 	27	 
		
	 Exhibit D-1 Form of CFM Engine Agreement
A320neo
	  	 	28	 
		
	 Exhibit D-2 Form of IAE Engine Agreement
A321neo
	  	 	29	 
		
	 Exhibit E Form of Loan Certificate
	  	 	30	 













 THIS SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 22, 2020 (this
“Agreement”) is among 
  

	(1)	 VERTICAL HORIZONS, LTD., a Cayman Islands exempted company (the “Borrower”);



  

	(2)	 EACH LENDER IDENTIFIED ON SCHEDULE I HERETO; 



 

	(3)	 CITIBANK, N.A., as the Facility Agent acting on behalf of the Lenders; 



 

	(4)	 CITIGROUP GLOBAL MARKETS, INC., in its capacity as the Arranger (the
“Arranger”); and 


  

	(5)	 BANK OF UTAH, not in its individual capacity but solely as Security Trustee acting on behalf of the
Facility Agent and the Lenders. 


 WHEREAS, this Agreement amends and restates in its entirety the credit agreement dated as of
December 23, 2014 (such date, the “Original Signing Date” and such agreement, the “Original Credit Agreement”), as amended and restated by the amended and restated credit agreement dated as of August 11,
2015 (such date, the “AR Signing Date”), as further amended by that certain amendment no. 1 to the amended and restated credit agreement dated as of December 30, 2015, as further amended by that certain amendment no. 2 to the
amended and restated credit agreement dated as of January 14, 2016 (such date, the “Amendment No. 2 Signing Date”), as further amended and restated by the second amended and restated credit agreement dated as
of December 16, 2016 (such date, the “AR No. 2 Signing Date”), as further amended and restated by the third amended and restated credit agreement dated as of December 29, 2017 (such date, the “AR
No. 3 Signing Date”), as amended by amendment no. 1 to the third amended and restated credit agreement dated as of May 31, 2018, as further amended and restated by the fourth amended and restated credit agreement
dated as of January 29, 2019 (such date, the “AR No. 4 Signing Date”), as amended by omnibus amendment no. 1 dated as of August 16, 2019 among the Borrower, each Lender identified on Schedule I thereto,
the Facility Agent, the Arranger and the Security Trustee, and as further amended and restated by the fifth amended and restated credit agreement dated as of March 19, 2020 (such date, the AR No. 5 Signing Date”),
as amended by amendment no.1 thereto dated as of May 4, 2020 and amendment no. 2 thereto dated as of June 18, 2020, among the Borrower, each Lender identified on Schedule I thereto, the Facility Agent, the Arranger and the Security
Trustee, pursuant to which the Lenders made Loans available with respect to the Existing Aircraft; 
 WHEREAS, the parties have agreed to enter into
this Agreement for the purpose of making Loans available with respect to the Existing Aircraft and the Additional Aircraft and for the purpose of limiting the availability of, and providing security for, the incremental unsecured line of credit
available to the Borrower hereunder; and 
 WHEREAS, upon the execution and delivery of this Agreement, the Borrower, the Facility Agent and the
Security Trustee shall enter into that certain Sixth Amended and Restated Mortgage and Security Agreement on the date hereof (the “Mortgage”) pursuant to which the Borrower agrees, among other things, that Loan Certificates issued
hereunder and all other obligations to the Lenders and/or any Agent hereunder or under any other Operative Document will be secured by the mortgage and security interest granted by the Borrower in favour of the Security Trustee with respect to the
Existing Aircraft and the Additional Aircraft. 












 NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto
agree as follows: 
  

	1.	 CERTAIN DEFINITIONS 



 

	1.1	 Except as otherwise defined in this Agreement, including its annexes, schedules and exhibits, terms used herein
in capitalized form shall have the meanings attributed thereto in Annex A. 


  

	1.2	 Unless the context otherwise requires, any reference herein to any of the Operative Documents refers to such
document as it may be modified, amended or supplemented from time to time in accordance with its terms and the terms of each other agreement restricting the modification, amendment or supplement thereof. 



 

	2.	 COMMITMENTS; BORROWER’S NOTICE OF PAYMENT DATES; CLOSING PROCEDURE 



 

	2.1	 Subject to the terms and conditions of this Agreement, each Lender agrees to make (i) a secured loan to
the Borrower in respect of each Advance (herein called, for such Advance, a “Loan”) on a Borrowing Date to be designated pursuant to Clause 2.3, but in no event later than the Commitment Termination Date and (ii) if applicable,
one or more secured loans to the Borrower upon the request of the Borrower subject to availability under the Maximum Commitment Amount (each such unsecured loan herein called, a “Line of Credit Borrowing”) on a Borrowing Date to be
designated pursuant to Clause 2.3, but in no event later than the Commitment Termination Date. In the case of each Lender on any Borrowing Date, the Loan shall, in respect of each Aircraft, be equal to the least of: 



 

	 	(a)	 such Lender’s Participation Percentage multiplied by, on any Borrowing Date, the relevant Financed Amount;
and 


  

	 	(b)	 such Lender’s Maximum Commitment minus the aggregate amount of all Loans and Line of Credit Borrowings
made by such Lender prior to such Borrowing Date that remain outstanding on such Borrowing Date (such amount, with respect to such Lender on such Borrowing Date, its “Commitment”). 



In the case of each Lender on any Borrowing Date, the Line of Credit Borrowing shall be equal to the least of: 

 

	 	(a)	 such Lender’s Participation Percentage multiplied by the lesser of (i) the amount of the requested
Line of Credit Borrowing and (ii) [***], or such other amount as such Lender may agree in its sole discretion (it being acknowledged and agreed that the outstanding amount of the Line of Credit Borrowings is [***] as of the date hereof and that, if
repaid, such amount cannot be redrawn except with the consent of the applicable Lender in accordance with Section 4.3); and 



  

					
		 	- 2 -	  	
		 		  	
		 	















	 	(b)	 such Lender’s Commitment. 



 

	2.2	 If any Lender shall default in its obligation to make the amount of its Commitment available pursuant to Clause
2.1, [***]. Without limiting the above, if the Facility Agent disburses a Lender’s Commitment without first having received funds from a defaulting Lender, then such defaulting Lender hereby agrees to indemnify the Facility Agent against any
loss it may incur as a result of such failure to fund by such defaulting Lender. 


  

	2.3	 As more particularly specified in Clause 5.2, the Borrower shall execute and deliver to each Lender with
appropriate insertions a Loan Certificate to evidence such Lender’s Maximum Commitment. The Loan Certificates shall be issued such that each Lender receives a Loan Certificate. Each Loan and Line of Credit Borrowing shall be evidenced by this
Agreement, the Loan Certificate with respect thereto, and notations made from time to time by each Lender in its books and records, including computer records. Each Lender shall record in its books and records, including computer records, the
principal amount of the Loans and the Line of Credit Borrowings owing to it from time to time. Absent evidence to the contrary, each Lender’s books and records shall constitute presumptive evidence of the accuracy of the information contained
therein. Failure by any Lender to make any such notation or record shall not affect the obligations of the Borrower to such Lender with respect to the repayment of its Loans or Line of Credit Borrowings. 



 

	 	(a)	 Each Party hereby acknowledges that (i) prior to the Effective Date the Lenders have made Loans in respect
of certain Advances relating to certain Existing Aircraft which were paid by or on behalf of the Borrower on certain dates prior to the Effective Date in the amounts as set out in the column entitled Financed Amount in the table set out in Schedule
III, (ii) the proceeds of such Loans were paid to the Borrower or to its direction, (iii) the terms of this Agreement and the other Operative Documents shall continue to apply to such Loans and (iv) except to the extent the Majority
Lenders may otherwise agree in their sole discretion, all available Line of Credit Borrowings have been fully funded prior to the Effective Date. 


  

	 	(b)	 The Borrower agrees to give the Facility Agent at least [***] prior written notice (the “Funding
Notice”) of each Borrowing Date in respect of any Loans or Line of Credit Borrowings, such notice to be received by the Facility Agent prior to [***], and which shall be in substantially the form of Exhibit A. On the Initial Borrowing Date,
the Lenders shall make Loans (subject to the limitations specified in Clause 2.1) in respect of certain Advances relating to certain Additional Aircraft which were paid by or on behalf of the Borrower prior to the Initial Borrowing Date in the
amounts equal to the applicable Financed Amounts. The proceeds of such Loans shall be paid to the Borrower; provided, however, that the Borrower shall have paid all Advances relating to any Additional Aircraft that were due and payable prior to the
Initial Borrowing Date, and the Borrower shall remain responsible for the Advances in an amount equal to the Equity Contributions applicable as of the Initial Borrowing Date for each Aircraft (including the Existing Aircraft and the Additional
Aircraft). 



  

					
		 	- 3 -	  	
		 		  	
		 	















	 	(c)	 In the event that any Loan or Line of Credit Borrowing shall not be consummated in accordance with the terms
hereof on the Effective Date or the Borrowing Date specified in a Funding Notice, the Lenders and the Borrower shall cooperate with each other to arrange a mutually acceptable postponement of such date (the “Delayed Borrowing
Date”). [***] 


 Notwithstanding anything to the contrary herein, in the event that any amount paid by or on
behalf of the Borrower on any Borrowing Date with respect to a pre-delivery payment obligation for any Aircraft exceeds the required Equity Contribution set forth on Schedule III for such Aircraft on such
Borrowing Date as a result of any portion of the Financed Amount for such Aircraft not being available on such Borrowing Date as a result of a PDP Funding Date Deficiency, Lender agrees to refund to the Borrower the amount of such excess either by
netting such excess amount against a future Equity Contribution or Loan payment obligation of the Borrower or by directly funding such amount as an additional Loan to the Borrower, in each case, as soon as reasonably practicable after such PDP
Funding Date Deficiency ceases to exist. The Lender shall have the right in its sole discretion to choose whether to fund such excess amount as an additional Loan or to net such excess amount against the Borrower’s future payment obligations
hereunder. 
  

	2.4	 On the Initial Borrowing Date, each Lender, through or on behalf of the Facility Agent, agrees to pay the
amount of its Commitment for the Loans in respect of the initial Advances under this Sixth amended and restated Agreement to such account as the Borrower shall direct the Facility Agent in writing to reimburse Borrower for a portion of previously
funded Purchase Price Installments relating to Additional Aircraft. On each other Borrowing Date for each subsequent Loan specified in a Borrower’s notice referred to in Clause 2.3, subject to the terms and conditions of this Agreement, each
Lender, through or on behalf of the Facility Agent, agrees to pay the amount of its Commitment for the Loan in respect of each such Advance directly to Airbus by wiring such amounts to the account or accounts specified in the applicable Funding
Notice. The Borrower agrees that the actual transfer of the proceeds of Loans to the bank designated by the Borrower for credit to Airbus’s or the Borrower’s account (as applicable) shall constitute conclusive evidence that the Loans were
made. On each Borrowing Date for each Line of Credit Borrowing specified in a Funding Notice, subject to the terms and conditions of this Agreement, each Lender, through or on behalf of the Facility Agent agrees to pay the amount of its Commitment
for such Line of Credit Borrowing to such account as the Borrower shall direct the Facility Agent in writing. 


  

	3.	 FEES; CANCELLATION OF FACILITY AMOUNT  



 

	3.1	 Each Loan Certificate shall bear interest and be repaid in accordance with the applicable terms of this
Agreement and the Mortgage. 


  

	3.2	 [Reserved.] 



  

					
		 	- 4 -	  	
		 		  	
		 	















	3.3	 The Borrower shall pay to the Facility Agent for the account of each Lender, the Commitment Fee quarterly in
arrears, based on the daily average of the undrawn portion of the Facility Amount during such period, as the Facility Amount may be cancelled or reduced under Clause 3.5 on every Interest Payment Date following the Effective Date calculated daily on
the basis of a year of 360 days and the actual number of days elapsed. 


  

	3.4	 The Borrower paid to the Facility Agent for the account of the Facility Agent, an amount equal to [***] on the
Original Signing Date, and shall pay an amount equal to [***] to the Facility Agent on each anniversary of the Original Signing Date until the date on which the Security Trustee releases the Collateral from the Lien of the Mortgage in accordance
with Clause 7.1 of the Mortgage. 


  

	3.5	 The Borrower may at any time permanently and irrevocably cancel or reduce the Facility Amount (in whole or in
part) provided that the amount thereof shall be specified in a written notice to the Facility Agent from the Borrower and countersigned by the Guarantors [***] before the effective date of such cancellation and the undrawn portion of the Facility
Amount may not be cancelled or reduced to the extent that the undrawn portion of the Facility will be required to be drawn in the future to make future Advances in respect of an Aircraft with respect to which a Loan is outstanding.



  

	4.	 CONDITIONS 


  

	4.1	 Conditions Precedent to the Effectiveness of the Commitments 



It is agreed that the Commitments of each Lender and the effectiveness of the Lender’s obligations pursuant to this Agreement are subject
to the satisfaction prior to or on the Effective Date of the following conditions precedent and the occurrence of the initial Loan by the Lenders on or following the Effective Date shall be conclusive and binding evidence that such conditions
precedent has been satisfied or waived by the Lender: 
  

	 	(a)	 The following documents shall have been duly authorized, executed and delivered by the party or parties
thereto, shall each be satisfactory in form and substance to the Facility Agent and shall be in full force and effect and executed counterparts shall have been delivered to the Facility Agent and its counsel: 



 

	 	(i)	 this Agreement; 


  

	 	(ii)	 the Mortgage; 


  

	 	(iii)	 each Guarantee; 


  

	 	(iv)	 the Share Charge; 


  

	 	(v)	 the Slot Security Agreement; 



 

	 	(vi)	 each Engine Agreement; 



 

	 	(vii)	 each Lender’s Loan Certificate; 



  

					
		 	- 5 -	  	
		 		  	
		 	















	 	(viii)	 the Option Agreement; 



 

	 	(ix)	 the Subordinated Loan Agreement; 



 

	 	(x)	 the Servicing Agreement; 



 

	 	(xi)	 the Process Agent Appointment; 



 

	 	(xii)	 the Step-In Agreement; and 



 

	 	(xiii)	 the Assignment and Assumption Agreement. 



 

	 	(b)	 The Facility Agent shall have received the following, in each case in form and substance satisfactory to it:



  

	 	(i)	 the memorandum and articles of association of the Borrower, a certificate of good standing of the Borrower, the
certificate of incorporation of the Borrower, the declaration of trust in respect of the shares of the Borrower (as amended) and a copy of resolutions of the board of directors of the Borrower duly authorizing the execution, delivery and performance
by the Borrower of this Agreement, the Mortgage and each other document required to be executed and delivered by the Borrower on the Effective Date, each certified by a director of the Borrower; 



 

	 	(ii)	 a copy of the organizational documents of the Parent and a copy of resolutions of the board of directors of the
Parent duly authorizing the execution, delivery and performance by the Parent of the Share Charge and each other document required to be executed and delivered by the Parent on the Effective Date, each certified by the Secretary or an Assistant
Secretary or two duly authorized signatories of the Parent; 


  

	 	(iii)	 an officer’s certificate from an officer of each Guarantor (a) attaching copies of the constituent
documents of such Guarantor, (b) attaching copies of the resolutions of the board of directors of such Guarantor, certified by an officer of such Guarantor, duly authorizing the execution, delivery and performance by such Guarantor of the
Guarantee made by such Guarantor, and the Subordinated Loan Agreement, the Assignment and Assumption Agreement, the Step-In Agreement, the Engine Agreements, the Option Agreement, the Servicing Agreement (in
each case to the extent it is a party to such Operative Document) and each other document required to be executed and delivered by such Guarantor on the Effective Date and (c) listing the Person or Persons authorized to execute and deliver the
Operative Documents, and any other documents to be executed on behalf of such Guarantor in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons; 



 

	 	(iv)	 a certificate of the Borrower as to the Person or Persons authorized to execute and deliver the Operative
Documents, and any other documents to be executed on behalf of the Borrower in connection with the transactions contemplated hereby and as to the signature of such Person or Persons; and 



  

					
		 	- 6 -	  	
		 		  	
		 	















	 	(v)	 a certificate of the Parent as to the Person or Persons authorized to execute and deliver the Operative
Documents, and any other documents to be executed on behalf of the Parent in connection with the transactions contemplated hereby, including a sample signature of such Person or Persons. 



 

	 	(c)	 The Facility Agent (with sufficient copies for each Lender) shall have received a certificate of the Borrower
that the aggregate amount of Financed Amounts together with all Equity Contributions in connection with each Aircraft (including each Additional Aircraft), shall be sufficient when paid to Airbus in accordance with this Agreement to satisfy the
obligation of the Borrower with respect to all Advances due and payable for each such Aircraft. 


  

	 	(d)	 Uniform Commercial Code financing statements covering all the security interests created by or pursuant to the
granting clause of the Mortgage (including with respect to the Collateral relating to the Additional Aircraft) and the Slot Security Agreement shall have been delivered by the Borrower, and such financing statements shall have been filed in all
places deemed necessary or advisable in the opinion of counsel for the Lenders, and any additional Uniform Commercial Code financing statements deemed advisable by any Lender or its counsel shall have been delivered by the Borrower and duly filed.



  

	 	(e)	 Evidence shall have been delivered of the entry into the Parent’s register of mortgages and charges of the
Share Charge (other than in respect of such entry in anticipation of the Share Charge). 


  

	 	(f)	 All documentation required to accomplish any necessary or advisable filings or registrations in the Cayman
Islands shall have been delivered to local Cayman Islands counsel, and such registrations shall be initiated and there shall exist no Lien of record in respect of the Collateral that ranks in priority to the Lien of the Mortgage and the other
Operative Documents. 


  

	 	(g)	 The Facility Agent (with sufficient copies for each Lender and the Security Trustee) shall have received an
opinion addressed to each Lender, and each Agent from one or more special counsel to the Borrower, in each applicable jurisdiction (including in the Cayman Islands and New York), with such opinions satisfactory in form and substance to such Lender,
as to the valid, binding and enforceable nature of the Operative Documents in place on the Effective Date, due execution by the Borrower, each Guarantor, and the creation and perfection in the Collateral (including Slot Collateral and Collateral
relating to the Additional Aircraft) assigned and charged pursuant to the Mortgage and the Slot Security Agreement. 



  

					
		 	- 7 -	  	
		 		  	
		 	















	 	(h)	 The Facility Agent shall have received a certificate of each Guarantor stating the aggregate amount of Loans
and Line of Credit Borrowings outstanding on the Effective Date. 


  

	 	(i)	 The Facility Agent (with sufficient copies for each Lender) shall have received an incumbency certificate
together with a company extract evidencing the signing authority of the persons named in the incumbency certificate or such other evidence as shall be reasonably satisfactory to the Finance Parties as regards the signing authority of Airbus.



  

	 	(j)	 The Facility Agent (with sufficient copies for each Lender) shall have received an incumbency certificate
together with a company extract evidencing the signing authority of the persons named in the incumbency certificate or such other evidence as shall be reasonably satisfactory to the Finance Parties as regards the signing authority of the Engine
Manufacturer. 


  

	 	(k)	 The Facility Agent should have received the amount due and payable pursuant to Clause 3.4.



  

	 	(l)	 Since December 31, 2019, (i) there shall have been no material adverse change in the business condition
(financial or otherwise), or operations or prospects of either Guarantor which taken as a whole for either of them could have a material adverse effect on the ability of either Guarantor to perform its obligations under any Operative Document to
which it is a party and no event or circumstance shall have occurred which in the reasonable judgment of any Lender had or would be reasonably likely to have a Material Adverse Effect and (ii) there shall have been no material and adverse
change in the LIBOR funding markets or any financial markets applicable to a Lender which would materially impair the ability of such Lender to fund a Loan in respect of an Advance hereunder. 



 

	 	(m)	 The Facility Agent and each Lender shall have received its customary “know your customer”
documentation completed by the Borrower and/or each Guarantor, as the case may be. 


  

	 	(n)	 The Facility Agent shall have received a copy of the Assigned Purchase Agreement in the form agreed between the
Borrower, Airbus and the Security Trustee. 


  

	 	(o)	 The Facility Agent shall have received a certificate from the Borrower confirming that payment to Airbus of the
Loans will to the extent of such payments satisfy the pre-delivery payment obligations of the Borrower to Airbus. 


  

	 	(p)	 The Facility Agent shall have received an audited consolidated balance sheet and related statements of Frontier
Holdings and its subsidiaries at and as of the end of the fiscal year of such Guarantor ended December 31, 2019, together with an audited consolidated statement of income for such fiscal year, each of which shall be prepared in accordance with
GAAP. 



  

					
		 	- 8 -	  	
		 		  	
		 	















	 	(q)	 The Borrower shall discharge its obligations under the Security Trustee Fee Letter as such obligations are due
to be performed. 


  

	 	(r)	 The Facility Agent shall have received evidence that Frontier Holdings has, as of such date, Unrestricted Cash
and Cash Equivalents in an aggregate amount of not less than [***]. 


 The Borrower shall discharge or shall procure the
discharge of all fees payable to the Parent in respect of the Borrower and the transaction as such obligations are due to be performed in accordance with the Operative Documents. 

 

	4.2	 Conditions Precedent to the Lenders’ Participation in each Loan  



It is agreed that the obligations of each Lender to lend all or any portion of its Commitment to the Borrower in respect of each Loan
(including Loans in respect of Advances made by the Borrower prior to the Effective Date) is subject to the satisfaction prior to or on the Borrowing Date for such Loan of the following conditions precedent: 

 

	 	(a)	 The Facility Agent shall have received a Funding Notice with respect to the Borrowing Date for such Loan
pursuant to Clause 2 (or shall have waived such notice either in writing or as provided in Clause 2). 


  

	 	(b)	 In respect of the first Loan to be made hereunder with respect of an Aircraft, the Facility Agent and each
Lender shall have received evidence from Airbus in form and substance reasonably satisfactory to them that the Advances falling due and payable prior to such Borrowing Date and the part of such Advance due and payable on such Borrowing Date which is
financed by an Equity Contribution has been received by Airbus in full and in respect of each subsequent Loan, neither the Facility Agent nor any Lender shall have received evidence from Airbus that an Equity Contribution has not been received by
Airbus in full. 


  

	 	(c)	 As of the Borrowing Date it is not illegal for a Lender to fund a Loan in respect of such Advance, to acquire
its Loan Certificate(s) or to realize the benefits of the security afforded by the Mortgage and the Share Charge, and (ii) since 26 November 2014 there shall have been no material and adverse change, whether in effect on the Original
Signing Date or coming into effect thereafter in the LIBOR funding markets or any financial markets applicable to a Lender which would materially impair the ability of such Lender to fund a Loan in respect of an Advance hereunder.



  

	 	(d)	 A certificate of a director of the Borrower, certifying that on such Borrowing Date, (A) the
representations and warranties of the Borrower contained in Clause 7 are true and accurate in all material respects as though made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date
(in which case such representations and warranties shall be true and accurate on and as of such earlier date) and (B) no event has occurred or is continuing which constitutes (or would, with the passage of time or the giving of notice or both,
constitute) an Event of Default, and (C) no event or circumstance has occurred which is reasonably likely to have a Material Adverse Effect. 



  

					
		 	- 9 -	  	
		 		  	
		 	















	 	(e)	 On such Borrowing Date, when taking into consideration future Equity Contributions required to be paid as set
forth in Schedule III and the amount the Borrower is required to pay pursuant to Clause 10.21, the available undrawn Commitment is sufficient to satisfy all future Advances payable under the terms of the Assigned Purchase Agreement.



  

	 	(f)	 The Facility Agent shall have received for the account of the Lenders all fees specified in Clauses 3.3 and 3.4
that are due and payable on or prior to such Borrowing Date and any other amounts the Borrower is required to pay in connection with such Advance in accordance with this Agreement. 



 

	 	(g)	 The Facility Agent shall not have received any notice, or is not otherwise aware, that an Airbus Termination
Event has occurred and is continuing, and the Facility Agent is satisfied (acting reasonably) that the Aircraft Purchase Agreement is in full force and effect. 



 

	 	(h)	 The Facility Agent shall have received a copy of any other Authorization which the Facility Agent reasonably
considers to be necessary following advice from its legal advisors (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Operative Document or for the validity and
enforceability of any Operative Document. 


  

	 	(i)	 The Facility Agent shall be satisfied that the Liens constituted by the relevant Operative Documents which
purport to create such Liens and which are required pursuant to the terms of this Agreement are in full force and effect and have been fully perfected. 


  

	 	(j)	 No Default or Event of Default shall have occurred and be continuing. 



 

	 	(k)	 Each Guarantee shall be in full force and effect. 



 

	 	(l)	 If the Annualized FCCR was less than 1.2 on the immediately preceding FCCR Test Date, the Borrower is in
compliance with the LTV Test before and after giving effect to the making of the applicable Loan. 


  

	 	(m)	 The Loans and Line of Credit Borrowings have not become due and payable or will, with the passing of time,
become due and payable pursuant to Clause 5.9(c), (d), or (e). 


  

	4.3	 Conditions Precedent to the Lenders’ Participation in each Line of Credit Borrowing



 It is agreed that the obligations of each Lender to lend all or any portion of its Commitment to the Borrower in respect
of each Line of Credit Borrowing shall be subject to the sole discretion of such Lender (including as to the amount) and subject to the satisfaction prior to or on the Borrowing Date for such Line of Credit Borrowing of the following conditions
precedent: 

  

					
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	 	(a)	 The Facility Agent shall have received a Funding Notice with respect to the Borrowing Date for such Line of
Credit Borrowing pursuant to Clause 2 (or shall have waived such notice either in writing or as provided in Clause 2). 


  

	 	(b)	 As of the Borrowing Date it is not illegal for a Lender to fund a Line of Credit Borrowing and to acquire its
Loan Certificate(s), and (ii) since 26 November 2014 there shall have been no material and adverse change, whether in effect on the Original Signing Date or coming into effect thereafter in the LIBOR funding markets or any financial
markets applicable to a Lender which would materially impair the ability of such Lender to fund a Line of Credit Borrowing. 


  

	 	(c)	 A certificate of a director of the Borrower, certifying that on such Borrowing Date, (A) the
representations and warranties of the Borrower contained in Clause 7 are true and accurate in all material respects as though made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date
(in which case such representations and warranties shall be true and accurate on and as of such earlier date) and (B) no event has occurred or is continuing which constitutes (or would, with the passage of time or the giving of notice or both,
constitute) an Event of Default, and (C) no event or circumstance has occurred which is reasonably likely to have a Material Adverse Effect. 


  

	 	(d)	 On such Borrowing Date, when taking into consideration future Equity Contributions required to be paid as set
forth in Schedule III and the amount the Borrower is required to pay pursuant to Clause 10.21, the available undrawn Commitment is sufficient to satisfy all future Advances payable under the terms of the Assigned Purchase Agreement.



  

	 	(e)	 The Facility Agent shall have received for the account of the Lenders all fees specified in Clauses 3.3 and 3.4
that are due and payable on or prior to such Borrowing Date and any other amounts the Borrower is required to pay in accordance with this Agreement. 


  

	 	(f)	 The Facility Agent shall have received a copy of any other Authorization which the Facility Agent reasonably
considers to be necessary following advice from its legal advisors (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Operative Document or for the validity and
enforceability of any Operative Document. 


  

	 	(g)	 No Default or Event of Default shall have occurred and be continuing. 



 

	 	(h)	 Each Guarantee shall be in full force and effect. 



 

	 	(i)	 If the Annualized FCCR was less than 1.2 on the immediately preceding FCCR Test Date, the Borrower shall be in
compliance with the LTV Test before and after giving effect to the making of the applicable Line of Credit Borrowing. 



  

					
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	 	(j)	 The Loans and Line of Credit Borrowings have not become due and payable or will, with the passing of time,
become due and payable pursuant to Clause 5.9(c), (d), or (e). 


  

	 	(k)	 After giving effect to such Line of Credit Borrowing, the aggregate outstanding Line of Credit Borrowings shall
not exceed the lesser of (x) [***] or such other amount as such Lender may agree in its sole discretion and (y) the amount by which the Maximum PDP Loan Amount exceeds the aggregate outstanding principal amount of the Loans as of such Borrowing
Date. 


  

	5.	 THE CERTIFICATES 



 

	5.1	 Form of Loan Certificates 



The Loan Certificates shall each be substantially in the form specified in Exhibit F. 

 

	5.2	 Terms of Loan Certificates; Loans and Line of Credit Borrowings 



 

	 	(a)	 On the Effective Date, each Lender shall return the original counterparts of the existing Loan Certificates to
the Borrower and the Borrower shall issue a Loan Certificate to each Lender in an aggregate original principal amount equal to such Lender’s Maximum Commitment. The Borrower shall be entitled to borrow Loans and Line of Credit Borrowings
against each Loan Certificate in accordance with Clauses 2.1 and 4. 


  

	 	(b)	 Each Loan Certificate shall bear interest on the unpaid principal amount thereof from time to time outstanding
from and including the date thereof until such principal amount is paid in full. Such interest shall accrue with respect to each Interest Period at the Applicable Rate in effect for such Interest Period and shall be payable in arrears on each
Interest Payment Date and on the date such Loan or Line of Credit Borrowing is repaid in full. The Interest Periods for the Loans and Line of Credit Borrowings can vary in accordance with the definition of Interest Period. Interest shall be payable
with respect to the first but not the last day of each Interest Period and shall be payable from (and including) the date of a (i) Loan or Line of Credit Borrowing or (ii) the immediately preceding Interest Payment Date, as the case may
be, to (and excluding) the next succeeding Interest Payment Date. Interest hereunder and under the Loan Certificates shall be calculated on the basis of a year of 360 days and actual number of days elapsed. 



 

	 	(c)	 If any sum payable under the Loan Certificates or under the Mortgage falls due on a day which is not a Business
Day, then such sum shall be payable on the next succeeding Business Day. 


  

	 	(d)	 The principal of the Loans relating to an Aircraft shall be due and payable in full upon the first to occur of
(i) the Delivery Date of such Aircraft, as notified by the Borrower to the Facility Agent [***] prior to such day, (ii) except as specified in clause (iii), the date falling [***] after the final day of the Scheduled Delivery Month for
such Aircraft, (iii) in the event of a Relevant Delay, the date falling [***] 



  

					
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after the final day of the Scheduled Delivery Month of such Aircraft, and (iv) the Termination Date. The Borrower shall notify the Facility Agent and the Lenders of the expected
Delivery Date of each Aircraft, not less than [***] prior to the Interest Payment Date immediately preceding such expected Delivery Date. Upon receipt of such notice, the Lenders shall effect a stub Interest Period ending on such expected
Delivery Date for the Loans allocable to such Aircraft. If a Delivery Date is delayed, then the Facility Agent and the Lenders shall continue to make funds available in accordance with the terms hereof, at a LIBOR rate determined based on the
Lenders’ Cost of Funds until the earlier of (x) the actual Delivery Date of such Aircraft (y) the date falling [***] after the final day of the Scheduled Delivery Month of such Aircraft and (z) in the event of a Relevant Delay,
the date falling [***] after the last day of the Scheduled Delivery Month specified for such Aircraft in Schedule III. The principal amount of the Line of Credit Borrowings shall be payable within [***] of the Borrower’s receipt of a written
demand therefor by the Facility Agent. Such demand may be for any amount up to and including the aggregate outstanding principal amount of the Line of Credit Borrowings. Any principal amounts repaid with respect to a Line of Credit Borrowing at any
time may be subsequently reborrowed and repaid from time to time in accordance with the terms hereof. 

  

	 	(e)	 Each Loan Certificate shall bear interest at the Past Due Rate on any principal thereof and, to the extent
permitted by Applicable Law, interest (other than interest accrued at the Past Due Rate) and other amounts due thereunder and hereunder, not paid when due (whether at stated maturity, by acceleration or otherwise), for any period during which the
same shall be overdue, payable on demand by the Lender given through the Facility Agent. 


  

	 	(f)	 The Loan Certificates shall be executed on behalf of the Borrower by one of its authorized officers. Loan
Certificates bearing the signatures of individuals who were at any time the proper officers of the Borrower shall bind the Borrower, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of such
Loan Certificates or did not hold such offices at the respective dates of such Loan Certificates. No Loan Certificates shall be issued hereunder except those provided for in Clause 5.2(a) and any Loan Certificates issued in exchange or replacement
therefor pursuant to the terms of this Agreement. 


  

	 	(g)	 Upon the request of the Borrower, the Lenders shall have the right in their sole discretion to extend the
Commitment Termination Date by one year to the next Extension Date by delivering an Extension Notice to the Borrower no later than [***] prior to the then-current Commitment Termination Date. Any such extension shall require the unanimous consent of
all Lenders, each acting at their own discretion. 



  

					
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	5.3	 Taxes 


  

	 	(a)	 Any and all payments by or on account of any obligation of the Borrower hereunder to the Lenders, the Facility
Agent or the Security Trustee, under the Loan Certificates and each other Operative Document shall be made free and clear of and without deduction for any Taxes, except as required by Applicable Law; provided that if the Borrower shall be
required to deduct any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Clause
5.3) the Security Trustee, the Facility Agent and each Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall, or shall cause the Security Trustee to,
make such deductions and (iii) the Borrower shall, or shall cause the Security Trustee to, pay the full amount deducted to the relevant Governmental Entity in accordance with Applicable Law. 



 

	 	(b)	 In addition, the Borrower shall, or shall cause the Security Trustee to, pay any Indemnified Taxes or Taxes
addressed in Section 5.3(j) to the relevant Governmental Entity in accordance with Applicable Law and shall indemnify the Security Trustee, the Facility Agent and each Lender on an After-Tax Basis within
[***] after written demand therefor, for the full amount of any Indemnified Taxes paid by the Security Trustee, the Facility Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the
Borrower hereunder or under the other Operative Documents (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Clause) and, other than any of the following to the extent (but only to the extent) resulting
from the gross negligence or willful misconduct of the Security Trustee, the Facility Agent or such Lender, any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes are
correctly or legally imposed or asserted by the relevant Governmental Entity. Determinations and calculations made by a Lender with respect to an indemnity due hereunder shall be conclusive absent manifest error, provided that such
determinations and calculations are made on a reasonable basis. 


  

	 	(c)	 As soon as practicable after any payment of Taxes by the Borrower to a Governmental Entity, the Borrower shall,
or shall cause the Security Trustee to, deliver to the Facility Agent the original or a certified copy of a receipt issued by such Governmental Entity evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Facility Agent. 


  

	 	(d)	 Any Person that at any time is entitled to an exemption from or reduction of any Indemnified Tax, at the
request of the Borrower or the Security Trustee, shall deliver to it (with a copy to the Facility Agent) such properly completed and executed documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Security Trustee
as will permit the utilization of such exemption or reduction, provided that such Person has determined in its reasonable 



  

					
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good faith judgment that to do so will not result in any adverse consequences to such Person, unless the adverse consequence can be cured through an indemnity (such determination to be made by
such Person in its reasonable good faith judgment), and such Person is indemnified for any adverse consequence by the Borrower in a manner reasonably satisfactory to such Person. 


 

	 	(e)	 If the Borrower becomes obligated to pay any Indemnified Taxes pursuant to this Clause 5.3, each applicable
Lender and the Facility Agent hereby agrees to cooperate with the Borrower, as described in Clauses 5.11(d). 


  

	 	(f)	 (i) If the Security Trustee, the Facility Agent or a Lender receives a refund of any Taxes in respect of which
additional amounts were paid by the Borrower pursuant to this Clause 5.3, the Security Trustee, the Facility Agent or such Lender shall, as soon as reasonably practicable, pay to the Borrower the amount of such refund plus any interest received on
such refund fairly attributable to such Tax and not in excess of amounts previously paid by the Borrower to the Security Trustee, the Facility Agent or such Lender pursuant to this Clause 5.3 (other than interest actually received on such refund and
fairly attributable to such Tax), provided, however, that such amount shall be reduced by the amount of any obligation of the Borrower under this Agreement then due and not made (and the amount of such reduction shall not be payable
before such time and to the extent as such obligation shall have been satisfied). The Security Trustee, the Facility Agent and each Lender shall in good faith use diligence in filing its tax returns and in dealing with taxing authorities to seek and
claim any such refund and to minimize the Taxes payable or indemnifiable by the Borrower hereunder if it can do so, in its sole opinion, without adverse consequences. If the Facility Agent or a Lender actually utilizes any credit with respect to any
Taxes in respect of which additional amounts were paid by the Borrower pursuant to this Clause 5.3, the Security Trustee, the Facility Agent or such Lender shall pay to the Borrower an amount equal to the amount of such credit, but not in excess of
amounts previously paid by the Borrower to the Security Trustee, the Facility Agent or such Lender, provided, however, that such amount shall be reduced by the amount of any obligation of the Borrower under this Agreement then due and
not made (and the amount of such reduction shall not be payable before such time and to the extent as such obligation shall have been satisfied) and that no Person shall be required to claim any credit if to do so would, in its sole opinion, result
in any adverse consequences to it and, provided, further, that no Person shall be required to claim any credit in respect of this Clause 5.3 in priority of any other credits (any utilization of such credit being in such Person’s
sole discretion). Any refund or credit which is subsequently disallowed in whole or in part shall be promptly repaid by the Borrower on the demand of the Security Trustee, the Facility Agent or relevant Lender. 



 

	 	(g)	 Each Lender hereby agrees to indemnify the Borrower or the Security Trustee, as the case may be, for any Taxes
of a type collected by way of withholding which the Borrower or the Security Trustee fails to withhold on payments to such Lender as a direct result of the failure of such Lender to provide the form or certificate required to be provided by such
Lender by Clause 5.3(d) or the invalidity of any such form or certificate required to be provided by such Lender by Clause 5.3(d). 



  

					
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	 	(h)	 Without limiting the foregoing, each Person that is an assignee of a Lender pursuant to Clause 5.6 and/or
Clause 19.3(b) shall, upon the effectiveness of such transfer, be required to provide all of the forms and statements to the extent required pursuant to this Clause 5.3. 



 

	 	(i)	 The Borrower will pay to each Indemnitee interest at the Past Due Rate, to the extent permitted by Applicable
Law, on any amount not paid when due under this Clause 5.3 until the same shall be paid. 


  

	 	(j)	 The Borrower agrees to pay any present or future stamp or documentary Taxes or any other license, excise or
property Taxes (i) imposed by any taxing authority which may arise from the registration, filing, recording, or perfection of any security interest of or in connection with this Agreement or the other Operative Documents or (ii) imposed by
any taxing authority in connection with an Event of Default. The Borrower will provide appropriate documentation, including receipts if available, when requested to evidence payment by the Borrower of any such Taxes. 



 

	 	(k)	 All consideration expressed to be payable under an Operative Document by any party to any Finance Party shall
be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by any Finance Party to any party in connection with an Operative Document, that party shall pay to the Lender (in addition to and at the same time as paying the
consideration) an amount equal to the amount of the VAT. Where an Operative Document requires any party to reimburse the Lender for any costs or expenses, that party shall also at the same time pay and indemnify the Lender against all VAT incurred
by the Lender in respect of the costs or expenses to the extent that the Lender reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax
authority in respect of the VAT. 


  

	 	5.3.2	 If a payment made to a Lender under any Operative Document would be subject to withholding Tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Security Trustee
at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Security Trustee such documentation prescribed by Applicable Law (including as prescribed by Applicable Law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Security Trustee as may be necessary for the Borrower and the Security Trustee to comply with their obligations under FATCA and
to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (l), “FATCA” shall include all amendments
made to FATCA after the Original Signing Date. 



  

					
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	5.4	 Distribution of Funds Received 



 

	 	(a)	 The Facility Agent shall maintain records of all amounts paid to it by the Borrower hereunder.



  

	 	(b)	 Provided that no Event of Default has occurred and is then continuing, each installment of interest payable on
the Loan Certificates shall be distributed as promptly as possible on or after the date that such amount is actually received by the Facility Agent from the Borrower: 



First, to the Lenders ratably, without priority of one over the other, to the payment in full of (A) the aggregate amount
of interest due under the Loan Certificates in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, (ii) any overdue interest thereon, and (iii) Break Amount, if any, and (B) any other amounts
(other than principal) then due and owing to the Lenders or any Agent hereunder and under the other Operative Documents; 

Second, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may then lawfully be
entitled thereto. 
  

	 	(c)	 Provided that no Event of Default has occurred and is then continuing, on the Delivery Date of the related
Aircraft or on any date on which payment in respect of a Line of Credit Borrowing is made, each payment made by the Borrower as repayment of Loans or Line of Credit Borrowings shall be distributed as promptly as possible on or after the date that
such amount is actually received by the Facility Agent from the Borrower: 


 First, to the Lenders ratably,
without priority of one over the other, to the payment in full of (A) the aggregate amount of interest due under the Loan Certificates in respect of such Aircraft being in an amount equal to (i) accrued interest at the rate provided in
each Loan Certificate, and (ii) any overdue interest thereon plus the Break Amount, if any, due to the Lenders in respect of such payment, and (B) any other amounts (other than principal) then due and owing to the Lenders or any Agent
hereunder and under the other Operative Documents; 
 Second, to the Lenders ratably, without priority of one over the other,
(a) to the payment in full of the outstanding principal amount of the Loans in respect of such Aircraft made by the Lenders which is being repaid and (b) to payment in full of the outstanding principal amount of the Line of Credit
Borrowing which is being repaid; 
 Third, the balance, if any, thereof thereafter remaining to the Borrower or such other
Person(s) as may then lawfully be entitled thereto. 

  

					
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	 	(d)	 Upon any partial optional repayment of the Loan Certificates pursuant to Clause 5.10(a) hereof, the amount paid
by Borrower shall be applied against the amounts which Borrower is obligated to pay in connection with such prepayment pursuant to Clause 5.10(a) (it being understood that no prepayment shall be permitted under Clause 5.10(a) unless the Borrower
pays a sufficient amount to satisfy the amounts owed by it under Clause 5.10(a) in connection with such prepayment). 


  

	 	(e)	 After an Event of Default shall have occurred, and so long as such Event of Default shall be continuing,
amounts actually received by the Security Trustee from the Borrower and all proceeds resulting from any sale of any of the Collateral shall be applied in the following order of priority: 



First, to the extent not theretofore paid by or on behalf of the Borrower, to pay all costs and expenses of each Agent incurred
in connection with the performance of its duties hereunder or under any other Operative Document, including reasonable attorneys’ fees and expenses, and all costs and expenses incurred by the Security Trustee in connection with its entering
upon, taking possession of, holding, operating, managing, selling or otherwise disposing of the Collateral or any part thereof, any and all Taxes, assessments or other charges of any kind prior to the Lien of any Operative Document that the Security
Trustee determined in good faith to pay or be paid, and all amounts payable to each Agent hereunder or under any of the Operative Documents in respect of any indemnities or other obligations of the Borrower; 

Second, to the Lenders ratably, without priority of one over the other, to the payment of all accrued and unpaid interest
(including Break Amount, if any, and interest on account of overdue payments of principal and interest) then due the Lenders under this Agreement or any of Loan Certificates; 

Third, to the Lenders ratably, without priority of one over the other, to the payment of any other amount, indebtedness or
obligations (other than principal) due and payable to the Lenders under any Operative Documents; 
 Fourth, to the Lenders
ratably, without priority of one over the other, to the payment in full of the principal amount of the Loan Certificates; 

Fifth, the balance, if any, thereof thereafter remaining, to the Borrower or such other Person(s) as may then lawfully be
entitled thereto. 
 If the Security Trustee purchases and subsequently sells any Aircraft to a third party (or otherwise disposes of any of
its rights under the Operative Documents relating to such Aircraft), any net sale proceeds (after deduction of all relevant costs, including maintenance, storage and insurance) which exceed the Loan allocable to such Aircraft to the extent actually
received by the Security Trustee shall be distributed under this Clause 5.3.2. 

  

					
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	5.5	 Method of Payment 



 

	 	(a)	 Principal and interest and other amounts due hereunder or under the Loan Certificates or in respect hereof or
thereof shall be payable in Dollars in immediately available funds prior to [***], on the due date thereof, to the Facility Agent and the Facility Agent shall, subject to the terms and conditions of Clause 5.3.2, remit all such amounts so received
by it to the Lenders at such account or accounts at such financial institution or institutions in New York as the Lenders shall have designated to the Facility Agent in writing, in immediately available funds for distribution to the relevant
Lenders. 


  

	 	(b)	 All such payments by the Borrower and the Facility Agent shall be made free and clear of and without reduction
on account of all wire and other like charges. Prior to the due presentment for registration of transfer of any Loan Certificate, the Borrower and the Facility Agent may deem and treat the Person in whose name any Loan Certificate is registered on
the Certificate Register as the absolute owner of such Loan Certificate for the purpose of receiving payment of all amounts payable with respect to such Loan Certificate and for all other purposes whether or not such Loan Certificate shall be
overdue, and neither the Borrower nor the Facility Agent shall be affected by any notice to the contrary. 


  

	 	(c)	 If the Facility Agent disburses funds on a payment date without first having received funds from the Borrower
and if the Borrower subsequently fails to make such payment before the end of the day, then on the next succeeding Business Day following demand from the Facility Agent, each Lender which has received such funds will refund to the Facility Agent the
amount advanced by the Facility Agent which such Lender received. 


  

	5.6	 Registration, Transfer and Exchange of Loan Certificates 



 

	 	(a)	 The Facility Agent agrees with the Borrower that the Facility Agent shall keep a register (herein sometimes
referred to as the “Certificate Register”) in which provision shall be made for the registration of Loan Certificates. 


  

	 	(b)	 Prior to the due presentment for registration of the transfer of any Loan Certificate, the Borrower and the
Facility Agent shall deem and treat the person in whose name such Loan Certificate is registered on the Certificate Register as the absolute owner of such Loan Certificate, and the Lender for the purpose of receiving payment of all amounts payable
with respect to such Loan Certificate, and for all other purposes whether or not such Loan Certificate is overdue, and neither the Borrower nor the Facility Agent shall be affected by notice to the contrary. 



 

	 	(c)	 The Certificate Register shall be kept at the office of the Facility Agent specified in this Agreement or at
the office of any successor Facility Agent, and the Facility Agent is hereby appointed “Certificate Registrar” for the purpose of registering Loan Certificates and transfers of Loan Certificates as herein provided. 



  

					
		 	- 19 -	  	
		 		  	
		 	















	 	(d)	 Upon surrender for registration of transfer of any Loan Certificate at the office of the Facility Agent
specified in this Agreement and upon delivery by the Facility Agent to the Borrower of such surrendered Loan Certificate, the Borrower shall execute, and the Facility Agent shall deliver, in the name of the designated transferee or transferees, one
or more new Loan Certificates of a like aggregate principal amount. 


  

	 	(e)	 Each Lender may assign all or part of an interest in any Loan Certificate held by it to any Person, subject to
the extent to which it may transfer its interest in any such Loan Certificate held by it in accordance with Clause 19.3(c), (d) and (e). 


  

	 	(f)	 All Loan Certificates issued upon any registration of transfer or exchange of Loan Certificates shall be the
valid obligations of the Borrower evidencing the same obligations, and entitled to the same security and benefits under the Mortgage and this Agreement, as the Loan Certificates surrendered upon such registration of transfer. 



 

	 	(g)	 Every Loan Certificate presented or surrendered for registration of transfer, shall (if so required by the
Facility Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Facility Agent duly executed by the Lender thereof or its attorney duly authorized in writing, and the Facility Agent may require
evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. 


  

	 	(h)	 The Facility Agent shall make a notation on each new Loan Certificate or Loan Certificates of the then
available Commitment on the old Loan Certificate or Loan Certificates with respect to which such new Loan Certificate is issued, the current outstanding principal and the date to which interest accrued on such old Loan Certificate or Loan
Certificates has been paid and the extent, if any, to which any interest therein has been subject to a registered assignment. 


  

	 	(i)	 The Facility Agent shall not be required to register the transfer of any surrendered Loan Certificates as above
provided during the [***] period preceding the due date of any payment on such Loan Certificates. 


  

	 	(j)	 The Facility Agent shall give the Borrower, the Security Trustee and each Lender notice of such transfer of a
Loan Certificate under this Clause 5.6. 


  

	 	(k)	 Prior to or simultaneously with the transfer by a Lender of its Loan Certificates or its interest in this
Agreement, the transferee of such Lender shall notify the Borrower of its identity and of the country of which such transferee is a resident for tax purposes. 



 

	5.7	 Mutilated, Destroyed, Lost or Stolen Loan Certificates 



 

	 	(a)	 If any Loan Certificate shall become mutilated, destroyed, lost or stolen, the Borrower shall, upon the written
request of the affected Lender, execute and deliver in replacement thereof, a new Loan Certificate, in the same principal amount, dated the date of such Loan Certificate. 



  

					
		 	- 20 -	  	
		 		  	
		 	















	 	(b)	 If the Loan Certificate being replaced has become mutilated, such Loan Certificate shall be surrendered to the
Facility Agent and the original thereof shall be furnished to the Borrower by the Facility Agent. 


  

	 	(c)	 If the Loan Certificate being replaced has been destroyed, lost or stolen, the affected Lender shall furnish to
the Borrower and the Facility Agent such security or indemnity as may be reasonably required by them to hold the Borrower and the Facility Agent harmless and evidence satisfactory to the Borrower and the Facility Agent of the destruction, loss or
theft of such Loan Certificate and of the ownership thereof, provided, however, that if the affected Lender is an original party to this Agreement or an Affiliate thereof, the written notice of such destruction, loss or theft and such ownership and
the written undertaking of such Lender delivered to the Borrower and the Facility Agent to hold harmless the Borrower and the Facility Agent in respect of the execution and delivery of such new Loan Certificate shall be sufficient evidence, security
and indemnity. 


  

	5.8	 Payment of Expenses on Transfer 



Upon the issuance of a new Loan Certificate or new Loan Certificates pursuant to Clause 5.6 or 5.7, the Borrower and/or the Facility Agent
may require from the party requesting such new Loan Certificate or Loan Certificates payment of a sum sufficient to reimburse the Borrower and/or the Facility Agent for, or to provide funds for, the payment of any transfer or registration tax or
other governmental charge of the same type in connection therewith or any charges and expenses connected with such tax or other governmental charge paid or payable by the Borrower or the Facility Agent, and any out of pocket expenses, including
legal fees (for external counsel) incurred, of the Borrower or the Facility Agent. 
  

	5.9	 Prepayment 


  

	 	(a)	 The Borrower may at any time voluntarily prepay all or part of any Loan outstanding with respect to an Aircraft
or any Line of Credit Borrowing in accordance with the terms and conditions hereof; provided that, (i) the Borrower shall provide irrevocable written notice to the Facility Agent not less than [***] prior to the date of such prepayment
specifying (A) the outstanding principal amount of the Loan or Line of Credit Borrowing to be prepaid, together with accrued interest therein to the date of prepayment plus, in the case of a prepayment of a Loan, any Break Amount and all other
amounts due under the Operative Documents with respect to such Aircraft, (B) in the case of prepayment of a Loan, the Aircraft to which such prepayment is allocable, and (C) the Business Day on which such prepayment shall be made; and
(ii) such prepayment shall be in an amount at least equal to [***] and multiples of [***] in excess thereof. For the avoidance of doubt, no Break Amount will be payable in connection with a prepayment of any Line of Credit Borrowing. Any
amounts repaid in respect of a Line of Credit Borrowing may be reborrowed in accordance with the terms hereof. 



  

					
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	 	(b)	 If, as of any LTV Test Date, the LTV Test is not satisfied with respect to an Aircraft, the Borrower may prepay
the Loan(s) relating to such Aircraft in respect of which such failure occurred in an amount equal to that which when applied to such Loan(s), would reduce the principal outstanding thereof in order that the LTV Test would be satisfied if the LTV
for such Aircraft were calculated following such prepayment. Except with respect to a prepayment pursuant to Section 4.2, any such prepayment must be made with [***] notice to the Facility Agent and such prepayment may not exceed the amount
required to cure the breach of the LTV Test. 


  

	 	(c)	 In the event that Frontier Holdings ceases to Control or own the entire issued share capital of Frontier
Airlines, the aggregate outstanding principal amount of all Loans and Line of Credit Borrowings shall become immediately due and payable, and the Borrower shall thereupon prepay the Loan Certificates relating to such Loans and Line of Credit
Borrowings, together with accrued interest thereon to the date of prepayment plus any Break Amount and all other amounts due, owing and payable under the Operative Documents. 



 

	 	(d)	 Upon the occurrence of a Material Event of Default, the aggregate outstanding principal amount of all Loans and
Line of Credit Borrowings shall become immediately due and payable, and the Borrower shall thereupon prepay the Loan Certificates relating to such Loans and Line of Credit Borrowings, together with accrued interest thereon to the date of prepayment
plus any Break Amount and all other amounts due, owing and payable under the Operative Documents 


  

	 	(e)	 Upon the occurrence of a termination or cancellation of the Assigned Purchase Agreement with respect to any
Aircraft for any reason whatsoever, the aggregate outstanding principal amount of all Loans relating to such Aircraft shall become due and payable within [***], and the Borrower shall thereupon prepay the Loan Certificates to the extent of the Loans
with respect to such Aircraft, together with accrued interest thereon to the date of prepayment plus any Break Amount and all other amounts due under the Operative Documents with respect to such Aircraft. 



 

	 	(f)	 In the event that a Lender is entitled to a payment under Clause 5.3, 5.11, 5.12 or 5.13 (an “Affected
Lender”) and without prejudice to the Finance Party’s rights hereunder and under the Mortgage, the Borrower, the Facility Agent and the Affected Lender shall cooperate (at no cost to itself) for a period of [***] to restructure the
Loan for the Affected Lender with a view to eliminating or reducing the need for any such payment (it being agreed that the Affected Lender shall have no obligation to proceed with such restructuring to the extent such restructuring would or may
reasonably be expected to: 


  

	 	(1)	 result in an adverse regulatory consequence for the Affected Lender; or 



 

	 	(2)	 involve any unreimbursed or unindemnified cost for the Affected Lender; or 



  

					
		 	- 22 -	  	
		 		  	
		 	















	 	(3)	 be inconsistent with the Affected Lender’s internal policies). 



If no restructuring can be arranged within such time period, the Borrower may, with notice to the Affected Lender, attempt within such time
period to find an entity reasonably satisfactory to the Facility Agent to purchase the Affected Lender’s Loan Certificate and assume the Affected Lender’s Commitment. 

The Affected Lender shall be paid (by the purchasing entity or the Borrower) the outstanding principal balance of its Loan Certificate, all
accrued and unpaid interest thereon, any Break Amount incurred (calculated as if such purchase were a prepayment of such Affected Lender’s Loan Certificate) and all other amounts owed to the Affected Lender under any Operative Document as a
condition precedent to such purchase. Upon such payment, such Affected Lender shall transfer its Loan Certificate to the Borrower or such other purchaser, without representation or warranty except for the absence of any Liens. 

 

	 	(g)	 In the event the Borrower is unable to find a purchaser of the Affected Lender’s Loan Certificate pursuant
to clause (f) above, then, so long as no Default or Event of Default shall have occurred and be continuing on at least [***] prior written notice, the Borrower may prepay on the date specified in its notice of prepayment, in whole the Affected
Lender’s Loan Certificate at the principal amount thereof together with accrued and unpaid interest thereon to the date of prepayment plus the Break Amount, if any, and all other amounts due to the Affected Lender hereunder, thereunder and
under the other Operative Documents. 


  

	 	(h)	 In the event that Airbus refunds any amounts under the Assigned Purchase Agreement relating to the Aircraft, a
principal amount of the Loans (and any Break Amount related thereto) relating to such Aircraft equal to such refund shall become immediately due and payable. 


  


	 	(i)	 Any notice of prepayment delivered pursuant to Clauses 5.9(a), (f), (g) or (h) shall be irrevocable and
shall identify the amount to be prepaid and the Loans relating to an Aircraft or Line of Credit Borrowing subject to prepayment, as applicable. 


  

	 	(j)	 If the aggregate outstanding principal amount of all Loan Certificates exceeds the Maximum PDP Loan Amount, the
Line of Credit Borrowings (and all interest accrued thereon and Break Amount related thereto) shall become immediately due and payable in a principal amount equal to that which when applied, would reduce the aggregate outstanding principal amount of
all Loan Certificates to below the Maximum PDP Loan Amount. 


  

	5.10	 Provisions Relating to Prepayment 



 

	 	(a)	 Notice of prepayment having been given, the principal amount of the Loan Certificates to be prepaid, plus
accrued interest thereon to the date of prepayment, together with the Break Amount, if any, shall become due and payable on the prepayment date. 



  

					
		 	- 23 -	  	
		 		  	
		 	















	 	(b)	 On the date fixed for prepayment under Clause 5.9, immediately available funds in Dollars shall be deposited by
the Borrower in the account of the Facility Agent at the place and by the time and otherwise in the manner provided in Clause 5.5, in an amount equal to the principal amount of Loan Certificates to be prepaid together with accrued and unpaid
interest thereon to the date fixed for such prepayment, all Break Amounts, if any, and all other amounts due to the Lenders under the Operative Documents. 


  

	 	(c)	 Each Lender shall furnish to the Borrower, with a copy to the Facility Agent, a certificate setting forth the
Break Amount, if any, due to such Lender, which certificate shall be presumptively correct. 


  

	5.11	 Increased Costs 



 

	 	(a)	 The Borrower shall pay directly to each Lender from time to time such amounts as such Lender may determine to
be necessary to compensate such Lender on an After-Tax Basis for any increase in costs that such Lender determines are attributable to its making or maintaining of its Commitment or the Loans and Line of
Credit Borrowings evidenced by its Loan Certificates or funding arrangements utilized in connection with such Loans and Line of Credit Borrowings, as applicable, or any reduction in any amount receivable by such Lender hereunder or under any
Operative Document in respect of any of its Commitments, such Loans and Line of Credit Borrowings or such arrangements (such increases in costs and reductions in amounts receivable (including any amounts covered by clause (b) below) being
herein called “Additional Costs”), resulting from any Regulatory Change that: 


  

	 	(i)	 imposes any Tax that is the functional equivalent of any reserve, special deposit or similar requirement of the
sort covered by Clause 5.11(a)(ii); or 


  

	 	(ii)	 imposes or modifies any reserve, special deposit or similar requirements (including any Reserve Requirement)
relating to any extension of credit or other assets of, or any deposits with or other liabilities of, such Lender, any commitment of such Lender (including, without limitation the Commitment of such Lender hereunder); or 



 

	 	(iii)	 imposes any other condition affecting this Agreement, the Loan Certificates (or any of such extensions of
credit or liabilities) or its Commitments. 


  

	 	(b)	 Without limiting the effect of the foregoing provisions of this Clause 5.11 (but without duplication), the
Borrower shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for
any increase in costs that it determines are attributable to the maintenance by such Lender (or any lending office or such bank holding company) of capital in respect of the Commitments or Loan or Line of Credit Borrowing of such Lender hereunder,
pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful so long as compliance therewith is standard banking practice in
the relevant jurisdiction) of any court or governmental or monetary authority following: 



  

					
		 	- 24 -	  	
		 		  	
		 	















	 	(i)	 any Regulatory Change; or 



 

	 	(ii)	 implementing any risk-based capital guideline or other similar requirement issued by any government or
governmental or supervisory authority implementing at the national level the Basel Accord; or 


  

	 	(iii)	 implementing any requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act;



 in each case after the Original Signing Date (such compensation to include, without limitation, an amount equal to any
reduction of the rate of return on assets or equity of such Lender (or any lending office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Clause 5.11(b),
“Basel Accord” means the proposals for risk-based capital framework described by the Basel Committee on Banking Regulations and Supervisory Practices commonly known as Basel III, as amended, modified and supplemented and in effect
from time to time, or any replacement thereof. 
  

	 	(c)	 Clauses 5.11(d), (e) and (f) apply in respect of this Clause 5.11. 



 

	 	(d)	 Each Lender shall notify the Borrower of any event occurring after the Original Signing Date entitling such
Lender to compensation under paragraph (a) or (b) of this Clause 5.11 as promptly as practicable, but in any event within [***], after such Lender obtains actual knowledge thereof; provided that (i) such Lender shall, with respect to
compensation payable pursuant to this Clause 5.11 in respect of any Additional Costs resulting from such event, only be entitled to payment under this Clause 5.11 for Additional Costs incurred from and after the date that is [***] prior to the date
of receipt of such notice by the Borrower, (ii) each Lender will use commercially reasonable efforts (at the Borrower’s expense) to mitigate the amount of compensation under paragraph (a) or (b) of this Clause 5.11 associated with
such event, including designating a different lending office for the Loan or Line of Credit Borrowing, as applicable, evidenced by such Lender’s Loan Certificate affected by such event if such designation will avoid the need for, or reduce the
amount of, such compensation and will not, in the sole opinion of such Lender, result in any economic, legal or regulatory disadvantage to such Lender, and (iii) no Lender shall discriminate against the Borrower in making any claim for
compensation under this Clause 5.11, and no Lender shall treat the Borrower less favorably than such Lender’s other similarly situated borrowers. When submitting a claim pursuant to Clause 5.11, each Lender will furnish to the Borrower an
officer’s certificate setting forth in reasonable detail (x) the events giving rise to compensation under paragraph (a) or (b) of this Clause 5.11, (y) the basis for determining and allocating such compensation and (z) the amount
of each request by such Lender for such compensation (subject, however, to any limitations such Lender may require in 



  

					
		 	- 25 -	  	
		 		  	
		 	















	 	
respect of disclosure of confidential information relating to its capital structure), together with a statement that the determinations and allocations made in respect of such compensation comply
with the provisions of this Clause 5.11, including as provided by the last proviso of this paragraph (d). Determinations and allocations by any Lender for purposes of this Clause 5.11 of the effect of any Regulatory Change pursuant to
Clause 5.11(a), or of the effect of capital maintained pursuant to Clause 5.11(b), on its costs or rate of return of maintaining the Loan or Line of Credit Borrowing, as applicable, evidenced by its Loan Certificate or its Commitment, or
on amounts receivable by it in respect of its Loan Certificate, and of the amounts required to compensate such Lender under this Clause 5.11, shall be conclusive absent manifest error; provided that such determinations and allocations are made
on a reasonable basis and, in the case of allocations, are made fairly. 

  

	 	(e)	 The Borrower shall not be required to make payments under this Clause 5.11 to any Lender if (i) a claim
hereunder arises solely through circumstances peculiar to such Lender and which do not affect commercial banks in the jurisdiction of organization of such Lender generally, (ii) such Lender is not seeking similar compensation for such costs
from its borrowers generally in commercial loans, or (iii) the claim arises out of a voluntary relocation by such Lender of its lending office (it being understood that any such relocation effected pursuant to this Clause 5.11 is not
“voluntary”). 


  

	5.12	 Illegality 



Notwithstanding any other provision of this Agreement or the Mortgage, if any Lender (an “Illegal Lender”) shall notify the
Facility Agent that the introduction after the Original Signing Date of or any change after the Original Signing Date in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority
asserts that it is unlawful, for such Lender to make, fund or allow to remain outstanding its Loan Certificate, then such Lender shall, promptly after becoming aware of the same, deliver to the Borrower through the Facility Agent a certificate to
that effect, and, if the Facility Agent on behalf of such Lender so requires, the Borrower shall attempt to cure such illegality or otherwise, on or before [***] days (but in any event at least [***] before such illegality occurs and if such
illegality has already occurred, immediately) following such notification, the Borrower shall prepay the aggregate outstanding principal amount of the Loan Certificate held by such Illegal Lender in full, together with accrued interest thereon to
the date of prepayment plus all Break Amount, if any, and all other amounts due thereunder and hereunder and under the other Operative Documents to such Illegal Lender. 
  

	5.13	 Market Disruption Event 



If a Market Disruption Event occurs and so long as such Market Disruption Event is continuing, each Lender shall report to the Facility Agent
and the Borrower its Cost of Funds for each Interest Period during which such a Market Disruption Event is continuing as soon as practicable and, if possible, prior to the first day of such Interest Period; provided,


  

					
		 	- 26 -	  	
		 		  	
		 	














 
that, if such Lender is not able to obtain Dollar deposits in the London interbank (or other relevant) market matching such Interest Period, notice of its Cost of Funds rate shall be provided as
follows: (i) prior to the first day of such Interest Period (or promptly thereafter), such Lender shall provide to the Facility Agent an approximation of the cost to such Lender of such funding for such Interest Period; and (ii) prior to
the last day of such Interest Period (or earlier, to the extent practicable if Dollar deposits of a duration longer than one day are obtained), such Lender shall provide to the Facility Agent a certificate setting out the actual cost to such Lender
of funding for such Interest Period. The Facility Agent shall, based on such certificate, advise the Borrower of the applicable Mismatch Interest Rate payable at the end of such Interest Period. The certification by any Lender to the Facility Agent
and the Borrower of its Cost of Funds for any Interest Period shall be conclusive absent manifest error and shall constitute a certification by such Lender that such Lender’s invocation of its rights under this Clause 5.13 and its
assessments hereunder have been made on a non-discriminatory basis across all facilities which are similar to the credit facility provided pursuant to this Agreement. 

 

	5.14	 LIBOR Replacement Event 



 

	 	(a)	 If a LIBOR Replacement Event has occurred, the Facility Agent, the Lenders and the Borrower shall promptly
negotiate in good faith a LIBOR successor rate and any other amendment, supplement, modification or waiver relating to the matters set out in Clause 14.4; provided, that such LIBOR successor rate shall be a Replacement Benchmark that is a comparable
or successor floating rate that is, at such time, broadly accepted by the syndicated loan market for loans denominated in Dollars in lieu of the LIBOR as determined by the Facility Agent with the consent of the Borrower or, if no such broadly
accepted comparable successor rate exists at such time, a successor index rate as the Facility Agent may determine with the consent of the Borrower and the Lenders. The negotiations will take into account the then current market standards and will
be conducted with a view to reducing or eliminating, to the extent reasonably practicable, any transfer of economic value from one party to another party. 


  

	 	(b)	 Until such time as a LIBOR successor rate and related amendments have been determined in accordance with Clause
5.14(a) above, for any Interest Period starting after the date on which the LIBOR Replacement Event occurs, LIBOR for such Lender shall be replaced by the rates notified to the Facility Agent by such Lender prior to the first day of that Interest
Period, which expresses, as a percentage rate per annum, the cost to such Lender of funding an amount equal to its participation in the Loans and Line of Credit Borrowings for such Interest Period and the Lender shall certify that such rate notified
to the Facility Agent is an accurate reflection of its cost of funds for such Interest Period and its assessments hereunder have been made on a non-discriminatory basis across all facilities which are similar
to the credit facility provided pursuant to this Agreement. If such amount is less than zero, it shall be deemed to be zero. 


  

	 	(c)	 Clause 5.13 and limb (ii) of the definition of LIBOR do not apply following the date on which the LIBOR
Replacement Event occurs. 



  

					
		 	- 27 -	  	
		 		  	
		 	















	 	(d)	 Notwithstanding anything herein to the contrary, if the Replacement Benchmark is not reasonably acceptable to
Borrower or if a LIBOR successor rate has not otherwise been agreed in accordance with Clauses 5.14(a) and 14.4, then the Borrower may, at its option prepay the Loans and Line of Credit Borrowings in full without payment of any Break Amount,
prepayment fee, premium or other similar payment due in connection therewith. 


  

	6.	 TERMINATION OF INTEREST IN COLLATERAL 



None of the Facility Agent, Security Trustee or any Lender shall have any further interest in, or other right with respect to, the Collateral
with respect to any Aircraft when and if the principal amount of, Break Amount on, if any, interest on and other amounts due under all Loans in relation to such Aircraft held by such Lender and all other sums due to such Lender hereunder and under
the other Operative Documents in respect of such Aircraft shall have been finally and indefeasibly paid in full; provided, however, that the interests and rights of the Lenders in and with respect to the mortgage and security interests created by
the Mortgage shall continue (except with respect to any Aircraft as to which the related Loans have been repaid) after all such amounts have been paid in full so long as no Event of Default has occurred and is continuing and the Commitments have not
terminated. Upon payment in full of any Loans relating to an Aircraft, the Security Trustee shall release that portion of the Collateral which relates solely to the applicable Aircraft from the Lien of the Mortgage and such Aircraft shall thereafter
cease to be an “Aircraft” for the purposes of the Operative Documents. 
  

	7.	 BORROWER’S REPRESENTATIONS AND WARRANTIES  



The Borrower represents and warrants that on the date hereof and on each Borrowing Date: 

 

	 	(a)	 the Borrower is a Cayman Islands exempted company, duly organized and validly existing pursuant to the laws of
the Cayman Islands; is duly qualified to do business as a foreign corporation in each jurisdiction in which its operations or the nature of its business requires, except where the failure to be so qualified would not have a Material Adverse Effect;
and has the corporate power and authority to purchase the Aircraft under the Assigned Purchase Agreement and to enter into and perform its obligations under the Operative Documents to which it is or shall be a party; 



 

	 	(b)	 the execution, delivery and performance by the Borrower of the Operative Documents to which it is a party have
been duly authorized by all necessary corporate action on the part of the Borrower, do not require any shareholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Borrower except such as have been
duly obtained and are in full force and effect, and none of the execution, delivery or performance by the Borrower of such Operative Documents contravenes any law, judgment, government rule, regulation or order binding on the Borrower or the
memorandum and articles of association of the Borrower or contravenes the provisions of, or constitutes a default under, or results in the creation of any Lien (other than Permitted Liens) upon the property of the Borrower under, any indenture,
mortgage, contract or other agreement to which the Borrower is a party or by which it or its properties may be bound; 



  

					
		 	- 28 -	  	
		 		  	
		 	















	 	(c)	 neither the execution and delivery by the Borrower of the Operative Documents to which it is a party nor the
performance by the Borrower of its obligations thereunder requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other action in respect of any Federal, state or foreign government authority or
agency, except for those specified in the opinions referred to in Clause 4.1(g) or those that would not have a Material Adverse Effect (the “Permits”); 



 

	 	(d)	 the Operative Documents to which the Borrower is a party each constitute legal, valid and binding obligations
of the Borrower enforceable against the Borrower in accordance with the terms thereof except as such enforceability may be limited by equitable principles or applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors’ rights generally; 


  

	 	(e)	 there is no pending or (to the best of Borrower’s knowledge) threatened action or proceeding before any
court, arbitrator or administrative agency that individually (or in the aggregate in the case of any group of related actions or proceedings) is expected by the Borrower to have a Material Adverse Effect; 



 

	 	(f)	 except as specified in the opinions referred to in Clause 4.1(g), no further action, including any filing or
recording of any document, is necessary or advisable in order to establish and perfect the first ranking Lien on the Collateral in favor of the Security Trustee pursuant to the Mortgage; 



 

	 	(g)	 there has not occurred any event which constitutes a Default or an Event of Default, in each case, which is
presently continuing; 


  

	 	(h)	 the Assigned Purchase Agreement and the Engine Agreements are in full force and effect and none of the Borrower
or, to the knowledge of the Borrower, Airbus or any Engine Manufacturer is in default of any of its material obligations thereunder. Neither the Borrower nor either Guarantor has assigned or granted any Lien in its rights under the Assigned Purchase
Agreement in respect of any of the Aircraft or the Engine Agreements or the Engines; 


  

	 	(i)	 the Borrower has filed or caused to be filed all state, local and foreign tax returns which are required to be
filed and has paid or caused to be paid or provided adequate reserves for the payment of all taxes shown to be due and payable on such returns or (except to the extent being contested in good faith and by appropriate proceedings and for the payment
of which adequate reserves have been provided in accordance with generally accepted accounting principles) on any assessment received by the Borrower, to the extent that such taxes have become due and payable, except such returns or taxes as to
which the failure to file or pay, as the case may be, could not be reasonably expected to materially and adversely affect the assets, operations or financial condition, of the Borrower; 



  

					
		 	- 29 -	  	
		 		  	
		 	















	 	(j)	 the Borrower is not in violation of any law, order, injunction, decree, rule or regulation applicable to the
Borrower of any court or administrative body, which default or violation would reasonably be expected to materially and adversely affect the operations or financial condition of the Borrower or the Borrower’s ability to execute, deliver and
perform its obligations under the Operative Documents; 


  

	 	(k)	 the Borrower is not an “investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940; 


  

	 	(l)	 none of the information furnished by or on behalf of the Borrower to the Facility Agent or any Lender in
connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any misstatement of a material fact or omits any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; 


  

	 	(m)	 the Borrower is fully solvent (on a cash flow and balance sheet basis) and will be fully solvent immediately
following the execution of this Agreement and the Operative Documents; 


  

	 	(n)	 no Liens have been granted or created by any Person and exist over any of the Collateral except Permitted
Liens; and 


  

	 	(o)	 Each of the dates in the column entitled “Borrowing Date” in the table set out in Schedule III is the
date on which the Advance to which such date is expressed to correspond in such table is due and payable to Airbus in accordance with the Assigned Purchase Agreement. 



 

	8.	 GENERAL INDEMNITY. 



 

	8.1	 Subject to the next following paragraph, the Borrower hereby agrees to indemnify each Indemnitee against, and
agrees to protect, save and keep harmless each of them from any and all Expenses imposed on, incurred by or asserted against any Indemnitee arising out of or directly resulting from: 



 

	 	(a)	 following delivery of any Aircraft, Airframe or Engine, the operation, possession, use, maintenance, overhaul,
testing, registration, re-registration, delivery, non-delivery, lease, non-use, modification, alteration, or sale of any such Aircraft, Airframe or Engine, or any engine
used in connection with any such Airframe or any part of any of the foregoing, any lessee or any other Person whatsoever, including, without limitation, claims for death, personal injury or property damage or other loss or harm to any person
whatsoever and claims relating to any laws, rules or regulations pertaining to such operation, possession, use, maintenance, overhaul, testing, registration, re-registration, delivery, non-delivery, lease, non-use, modification, alteration, sale or return including environmental control, noise and pollution laws, rules or regulations; 



  

					
		 	- 30 -	  	
		 		  	
		 	















	 	(b)	 following delivery of any Aircraft, Airframe or Engine, the manufacture, design, purchase, acceptance,
rejection, delivery, or condition of any such Aircraft, Airframe or Engine, any engine used in connection with any such Airframe, or any part of any of the foregoing including, without limitation, latent and other defects, whether or not
discoverable, or trademark or copyright infringement; 


  

	 	(c)	 any breach of or failure to perform or observe, or any other noncompliance with, any covenant or agreement to
be performed, or other obligation of any Obligor under any of the Operative Documents, or the falsity of any representation or warranty of any Obligor in any of the Operative Documents; 



 

	 	(d)	 assuming the Lenders are making Loans and Line of Credit Borrowings in the ordinary course of their business
for their own accounts, the offer, sale and delivery by the Borrower or anyone acting on behalf of the Borrower of any Loan Certificates or successor debt obligations issued in connection with the refunding or refinancing thereof (including, without
limitation, any claim arising out of the Securities Act, the Securities Exchange Act of 1934, as amended, or any other federal or state statute, law or regulation, or at common law or otherwise relating to securities (collectively
“Securities Liabilities”)) (the indemnity provided in this Clause 8.1(d) to extend also to any Person who controls an Indemnitee, its successors, assigns, employees, directors, officers, servants and agents within the meaning of
clause 15 of the Securities Act); and 


  

	 	(e)	 purchasing any Aircraft following an Event of Default, including any costs incurred after purchasing such
Aircraft and prior to resale of such Aircraft and the recovery of all other amounts owing hereunder following an Event of Default or the enforcement against the Borrower or any other Obligor of any of the terms thereof (including, without
limitation, pursuant to clause 5 of the Mortgage) and including any amounts payable by any Indemnitee pursuant to clause 11.2 of the Step-In Agreement. 



 

	8.2	 The foregoing indemnity shall not extend to any Expense of any Indemnitee to the extent attributable to one or
more of the following: 


  

	 	(a)	 acts or omissions involving the willful misconduct or gross negligence of such Indemnitee;



  

	 	(b)	 any Tax, or increase in Tax liability under any Tax law (such matter being subject to the indemnity in Clause
5.3); provided, however, that this clause (b) shall not apply to (A) Taxes which have arisen as a result of or while an Event of Default has occurred and is continuing; (B) Taxes taken into consideration in making any payments on an After-Tax Basis or (C) to any license, documentation, registration or filing fees imposed upon or in connection with the execution, delivery, registration or filing in connection with the Mortgage as otherwise
contemplated in the Operative Documents; 



  

					
		 	- 31 -	  	
		 		  	
		 	















	 	(c)	 except to the extent attributable to acts or events occurring prior thereto, acts or events (other than acts or
events related to the performance by any Obligor of its obligations pursuant to the terms of the Operative Documents) that occur after the Mortgage is required to be terminated in accordance with clause 7.1 of the Mortgage; provided, that nothing in
this clause (c) shall be deemed to exclude or limit any claim that any Indemnitee may have under Applicable Law by reason of an Event of Default or for damages from any Obligor for breach of any Obligor’s covenants contained in the
Operative Documents or to release any Obligor from any of its obligations under the Operative Documents that expressly provide for performance after termination of the Mortgage; 



 

	 	(d)	 to the extent attributable to any transfer by or on behalf of such Indemnitee of any Loan Certificate or
interest therein, except for Expenses incurred as a result of any such transfer after an Event of Default, pursuant to the exercise of remedies under any Operative Document; 



 

	 	(e)	 to the extent solely attributable to the incorrectness or breach of any representation or warranty of such
Indemnitee or any related Indemnitee contained in or made pursuant to any Operative Document; 


  

	 	(f)	 to the extent solely attributable to the failure by such Indemnitee or any related Indemnitee to perform or
observe any agreement, covenant or condition on its part to be performed or observed in any Operative Document; 


  

	 	(g)	 to the extent solely attributable to the offer or sale by such Indemnitee or any related Indemnitee of any
interest in the Collateral, the Loan Certificates, or any similar interest in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of any Obligor);



  

	 	(h)	 to the extent attributable to any amount which such Indemnitee expressly agrees with the Borrower to pay or
such Indemnitee expressly agrees with the Borrower shall not be paid by or be reimbursed by the Borrower; or 


  

	 	(i)	 for any Lien attributable to such Indemnitee or any related Indemnitee other than any Lien created pursuant to
any Operative Document. 


  

	8.3	 For purposes of this Clause 8, a Person shall be considered a “related” Indemnitee with respect to an
Indemnitee if such Person is an Affiliate or employer of such Indemnitee, a director, officer, employee, agent, or servant of such Indemnitee or any such Affiliate or a successor or permitted assignee of any of the foregoing. 



 

	8.4	 The Borrower further agrees that any payment or indemnity pursuant to this Clause 8 in respect of any
“Expense” shall be on an After-Tax Basis. 


  

	8.5	 If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof,
such Indemnitee shall after receiving such notice give notice of such claim to the Borrower; provided that the failure to provide such notice shall not release the Borrower from any of its obligations to indemnify hereunder except to the




  

					
		 	- 32 -	  	
		 		  	
		 	















	 	
extent that the Borrower is prejudiced as a result of the failure to give such notice, and no payment by the Borrower to an Indemnitee pursuant to this Clause 8 shall be deemed to constitute
a waiver or release of any right or remedy which the Borrower may have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give the Borrower such notice. 


 

	8.6	 Notwithstanding any other provision of this Clause 8 to the contrary, in the case of any Expense indemnified by
the Borrower hereunder which is covered by a policy of insurance maintained by the Borrower, it shall be a condition of such indemnity with respect to any particular Indemnitee that such Indemnitee shall cooperate (at no cost or liability to itself,
and (if so requested) subject to being indemnified by the Borrower with respect to any liabilities it may incur as a result of an insurer’s investigation, defense or compromise) with the insurers in the exercise of their rights to investigate,
defend or compromise such claim as may be required to retain the benefits of such insurance with respect to such claim. 


  

	8.7	 To the extent of any payment of any Expense pursuant to this Clause 8, the Borrower, without any further
action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with the Borrower to permit the Borrower to pursue such claims, if any, to the
extent reasonably requested by the Borrower (at no cost or liability to itself, and (if so requested) subject to being indemnified with respect to the Borrower’s pursuit of such claims. 



 

	8.8	 In the event that the Borrower shall have paid an amount to an Indemnitee pursuant to this Clause 8, and such
Indemnitee subsequently shall be reimbursed in respect of such indemnified amount from any other Person, such Indemnitee shall promptly pay the Borrower the amount of such reimbursement, including interest received attributable thereto (but net of
costs, if any, of recovery of such amounts), provided that no Default or Event of Default has occurred and is continuing. 


  

	8.9	 The Borrower will pay to each Indemnitee on demand, to the extent permitted by Applicable Law, interest on any
amount of indemnity not paid when due pursuant to this Clause 8 until the same shall be paid, at the Past Due Rate. 


  

	9.	 INDEMNITY TO THE FACILITY AGENT 



The Borrower shall promptly indemnify the Facility Agent against any actual cost, loss or liability incurred by the Facility Agent as a result
of investigating any event which it reasonably believes is an Event of Default and upon such investigation such event transpires to be a Default or an Event of Default other than any cost, loss or liability resulting from the Facility Agent willful
misconduct or gross negligence. 
  

	10.	 COVENANTS OF THE BORROWER. 



The Borrower hereby covenants for the benefit of all Lenders, as follows: 

 

	10.1	 Transfer: Except as expressly contemplated by the Operative Documents the Borrower shall not (and
the Borrower shall procure that each other Obligor shall not) directly or indirectly assign, convey or otherwise transfer any of its right, title or interest in and to the Collateral or this Agreement or any of the other Operative Documents.




  

					
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	10.2	 Taxes and Adequate Records: The Borrower will (and will procure that each other Obligor will):



  

	 	(a)	 pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or
profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate
reserves are being maintained; 


  

	 	(b)	 (other than in respect of itself) keep adequate records and books of account, in which complete entries will be
made in accordance with generally accepted accounting principles consistently applied; and 


  

	 	(c)	 permit representatives of any Lender, the Facility Agent or the Security Trustee, during normal business hours
and upon reasonable prior notice, to examine, copy and make extracts from its books and records and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender, the Facility Agent or the Security
Trustee (as the case may be). 


  

	10.3	 Special Purpose: The Borrower will not: 



 

	 	(a)	 have any employees earning compensation; 



 

	 	(b)	 except for the Loans and Line of Credit Borrowings and as expressly contemplated by the Operative Documents,
incur or contract to incur any indebtedness; 


  

	 	(c)	 engage in any activity other than the execution, delivery and performance of the Operative Documents to which
it is a party and activities incidental thereto, as well as ordinary corporate housekeeping activities; 


  

	 	(d)	 except as required to perform its obligation under the Operative Documents to which it is a party, make or
agree to make any capital expenditure; 


  

	 	(e)	 create or own any subsidiary; 



 

	 	(f)	 except as required to perform its obligation under the Operative Documents to which it is a party, make any
investments; 


  

	 	(g)	 except as required to perform its obligation under the Operative Documents to which it is a party, declare or
make any dividend payment or distribution to its shareholders; or 


  

	 	(h)	 enter into any contracts with, incur any material obligation to, or grant any security interest, pledge or lien
to, any third party (excluding any contracts entered into in connection with, any payment or other obligation incurred pursuant to, and any liens granted pursuant to, the Operative Documents). 



  

					
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	10.4	 Operative Documents: The Borrower shall ensure that the Servicing Agreement, the Option Agreement
and the Subordinated Loan Agreement remain in place and in full force and effect and that neither it nor any other Obligor shall breach any of the terms of any of such documents. The Borrower shall ensure that no amendment, variation, waiver or
other change is made to its memorandum and articles of association or other constituent documents, the Servicing Agreement, the Option Agreement or the Subordinated Loan Agreement. 



 

	10.5	 Assigned Purchase Agreement and Engine Agreements: The Borrower shall: 



 

	 	(a)	 duly perform all of its obligations under the Assigned Purchase Agreement and the Engine Agreements, and take
all actions necessary to keep the Assigned Purchase Agreement and the Engine Agreements in full force and effect; 


  

	 	(b)	 promptly upon acquiring actual knowledge of the same, notify the Facility Agent of any material default
(whether by the Borrower, Airbus or an Engine Manufacturer) under or cancellation, termination or rescission or purported cancellation, termination or rescission of the Assigned Purchase Agreement or an Engine Agreement specifying in reasonable
detail the nature of such default, cancellation, rescission or termination; 


  

	 	(c)	 not, without the Security Trustee’s prior written consent, in any way modify, cancel, terminate or amend
or consent to the modification, cancellation, termination or amendment of the Assigned Purchase Agreement or an Engine Agreement; 


  

	 	(d)	 not accept delivery of any Aircraft from Airbus before or concurrently repaying to the Lenders all amounts
owing in respect of the Loans relating to that Aircraft; 


  

	 	(e)	 not enter into or consent to any change order or other amendment, modification or supplement to the Assigned
Purchase Agreement or an Engine Agreement, in relation to the Aircraft, without the written consent and countersignature of the Security Trustee (acting at the unanimous direction of the Lenders) if such change order, amendment, modification or
supplement would require the consent of the Security Trustee under the Step-In Agreement or under this Agreement; and 


  


	 	(f)	 provide to the Security Trustee promptly after the execution of the same copies, certified by the Borrower, of
all material change orders (other than non charge change orders), amendments, modifications or supplements to the Assigned Purchase Agreement that would require the consent of the Security Trustee under the
Step-In Agreement or under this Agreement. 


  

	10.6	 Leasing or Sale of Aircraft: The Borrower shall not enter into any binding agreement for the
leasing or sale of any Aircraft other than pursuant to the Option Agreement. 



  

					
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	10.7	 Further Assurances: The Borrower covenants and agrees with each Agent and the Lenders as
follows: 


  

	 	(a)	 The Borrower will cause to be done, executed, acknowledged and delivered all further documents and agreements
and assurances as reasonably necessary and as any Lender shall reasonably require for accomplishing the purposes of this Agreement and the other Operative Documents; 



 

	 	(b)	 The Borrower, at its expense, will take, or cause to be taken, all actions (including the filing of financing
statements under the Uniform Commercial Code in all applicable jurisdictions and perfection in any other jurisdiction in relation to any Operative Document) to (A) cause the security interest granted in respect of the Collateral to at all times
be and remain perfected, (B) establish the priority of the Mortgage with respect to the Mortgage Collateral, (C) cause the lien of the Mortgage to at all times be and remain a perfected Lien, (D) establish the priority of the
Mortgage; and (E) establish the priority of the share charge with respect to the shares of the Borrower and (F) establish the priority of the Security Trustee’s security interest in the Aircraft to the extent possible or feasible
prior to delivery (or when manufacturer’s serial numbers are available in respect of the Airframe and the Engines are anticipated as being delivered and there is a possibility that such equipment may be delivered by Airbus before the Lenders
are repaid the Loans in respect of an Aircraft), including by, subject to the terms of the Step-In Agreement, making filings in respect of one or more of prospective international interests, international
interests or associated rights with the International Registry. 


  

	 	(c)	 The Borrower shall pay all reasonable costs and expenses (including costs and disbursements of counsel)
incurred by each Agent and the Lenders after the Original Signing Date in connection with (A) any supplements or amendments of the Operative Documents (including, without limitation, any related recording costs) (other than any supplement or
amendment associated with the syndication or transfer of the Loan Certificates or the sale of participation interests therein), (B) any Default and any enforcement or collection proceedings resulting therefrom or in connection with the negotiation
of any restructuring or “work-out” (whether or not consummated), or (C) the enforcement of this Clause 10. 



 

	10.8	 Conduct of Business, Maintenance of Existence: The Borrower shall: (i) engage in business
solely for the purpose of fulfilling its obligations under the Operative Documents; (ii) preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of business of the Borrower; provided that the Borrower shall not be required to maintain any such rights, privileges or franchises, if the failure to do so could not reasonably be expected to result in a
Material Adverse Effect; and (iii) comply with all contractual obligations and requirements of law, except to the extent that failure to comply therewith could not reasonably be expected to result in a Material Adverse Effect; and comply with
the provisions of its Memorandum and Articles of Association. 



  

					
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	10.9	 Increase in Lender’s Net Price: The Borrower shall not amend the detail specification for an
Aircraft or consent to the amendment of the detail specification for an Aircraft, including, without limitation, by issuing an SCN, if such amendment would cause the purchase price of the Aircraft to exceed the Lender’s Net Price payable upon a
Step-In pursuant to the Step-In Agreement. 


  

	10.10	 BFE: the Borrower shall not agree to any change in the specification of BFE to be installed on
the Aircraft on or prior to the Delivery Date, which is listed in Schedule VI, if such amendment would result in the cost of the BFE outstanding to be paid on the Delivery Date in respect of such Aircraft to exceed the BFE Budget (as escalated in
accordance with the escalation formula set out in Schedule VI). 


  

	10.11	 Change in Configuration or Specification as a Passenger Carrying Aircraft: The Borrower shall not
alter the configuration or specification of any Aircraft as a commercial passenger carrying aircraft and shall ensure that the Aircraft is at all times required to be delivered by Airbus in the Required Specification. 



 

	10.12	 Extension of Scheduled Delivery Date: The Borrower shall not agree to extend the Scheduled
Delivery Date of any Aircraft beyond the end of the applicable Scheduled Delivery Month; provided that if and to the extent that there is a delay in the delivery of an Aircraft by Airbus arising out of circumstances beyond the control of
Frontier Airlines or the Borrower and which Airbus is entitled to impose upon Frontier Airlines or the Borrower without their consent pursuant to the terms of the Assigned Purchase Agreement (including an “Excusable Delay” and a “Non-Excusable Delay” under (and as defined in) the Assigned Purchase Agreement (any such delay, a “Relevant Delay”), then the Scheduled Delivery Date for such Aircraft may be delayed by
no more than [***] from the last day of the Scheduled Delivery Month specified for such Aircraft in Schedule III. 


  

	10.13	 Liens: The Borrower will not directly or indirectly create, incur, assume or suffer to exist any
Lien on or with respect to any of its assets including the Mortgage Collateral or the Slot Collateral except: 


  

	 	(a)	 the rights of the Borrower as provided in the Mortgage, the rights of Frontier Airlines as provided in the Slot
Security Agreement, the Liens thereof and any other rights existing pursuant to the Operative Documents; 


  

	 	(b)	 Liens arising out of any lease or sublease of, or use or license agreements with respect to, the Slot
Collateral to the extent agreed to in the sole discretion of the Majority Lenders; 


  

	 	(c)	 Liens for Taxes of the Borrower and Frontier Airlines either not yet due or being contested in good faith by
appropriate proceedings (and for which adequate reserves have been provided in accordance with GAAP), so long as the continuing existence of such Liens during such proceedings do not involve any material risk of the termination, sale, forfeiture or
loss of, the Assigned Purchase Agreement, an Engine Agreement or the Slot Collateral; 



  

					
		 	- 37 -	  	
		 		  	
		 	















	 	(d)	 Liens arising out of any judgment or award against the Borrower or Frontier Airlines with respect to which an
appeal or proceeding for review is being prosecuted diligently and in good faith, so long as such Liens do not result in a material risk of the termination, sale, forfeiture or loss of, the Assigned Purchase Agreement, an Engine Agreement or the
Slot Collateral; and 


  

	 	(e)	 any other Lien with respect to which the Borrower or Frontier Airlines shall have provided a bond or other
security in an amount and under terms reasonably satisfactory to the Security Trustee. 


 The Borrower will promptly, at
its own expense, take (or cause to be taken) such actions as may be necessary duly to discharge any Lien not excepted above if the same shall arise at any time. 
  

	10.14	 Amendments, Supplements, Etc.: Forthwith upon the execution and delivery of any amendment to the
Mortgage, if an applicable legal system having jurisdiction over the Borrower or the Mortgage Collateral is in existence that permits for filing and/or recording of the Mortgage and amendments or supplements thereto, the Borrower will cause such
amendment to be duly filed and recorded, and maintained of record, in accordance with all Applicable Laws. In addition, the Borrower will promptly and duly execute and deliver to the Security Trustee such further documents and take such further
action as the Security Trustee may from time to time reasonably request in order to more effectively carry out the intent and purpose of the Mortgage and establish and protect the rights and remedies created or intended to be created in favor of the
Security Trustee under the Mortgage and the other Operative Documents, including, without limitation, if requested by the Security Trustee, at the expense of Borrower, the execution and delivery of supplements or amendments hereto, each in
recordable form, in accordance with the laws of such jurisdiction as the Security Trustee may reasonably request. 


  

	10.15	 Access to or Furnishing of Information: The Borrower agrees to furnish to the Facility Agent and
to each Lender: 


  

	 	(a)	 as soon as available, but not later than [***] after the close of each fiscal year of Frontier Holdings
occurring after the Original Signing Date, an audited and consolidated balance sheet and related statements of Frontier Holdings and its subsidiaries at and as of the end of such fiscal year, together with an audited and consolidated statement of
income for such fiscal year, each of which shall be prepared in accordance with GAAP; 


  

	 	(b)	 as soon as available, but not later than [***] after the close of (i) each of the first three quarters of
each fiscal year of Frontier Holdings and (ii) the fourth fiscal quarter of Frontier Holdings for the fiscal year ended December 31, 2022, an unaudited and consolidated balance sheet of Frontier Holdings and its subsidiaries at and as of
the end of such quarter, together with an unaudited and consolidated statement of income for such quarter, each of which shall be prepared in accordance with GAAP; 



  

					
		 	- 38 -	  	
		 		  	
		 	















	 	(c)	 as soon as available, but not later than [***] after the close of each fiscal year of Frontier Holdings
occurring while amounts are outstanding under this Agreement or any Loan Certificate, a certificate of the chief financial officer, Treasurer, any Vice President, or other officer of Frontier Holdings stating that such authorized officer has
reviewed the activities of the Borrower and itself and that, to the best of the knowledge of such authorized officer, there exists no Default or Event of Default or event which would require the prepayment of any loans pursuant to Clause 5.9(c), (d)
or (e); 


  

	 	(d)	 from time to time, notification of any material changes to BFE, optional features or SCNs with respect to any
Aircraft, and such other information as the Facility Agent or any Lender may reasonably request; 


  

	 	(e)	 promptly after the occurrence thereof and actual knowledge thereof by a responsible officer of the Borrower,
notice of any Default or Event of Default; 


  

	 	(f)	 promptly after the occurrence thereof, any Aviation Authority required modifications in respect of the Aircraft
that the Borrower is aware of, and any optional changes effected in the prior calendar month, that would lead to an increase in the Lender’s Net Price; and 



 

	 	(g)	 promptly upon receiving notification thereof from Airbus, the Scheduled Delivery Date of an Aircraft.



  

	10.16	 Maintenance of Separate Existence: The Borrower shall maintain certain policies and procedures
relating to its existence as a separate company as follows and shall do all things necessary to maintain their corporate existence separate and distinct from any other Person. The Borrower shall: 



 

	 	(a)	 observe all formalities necessary to remain a legal entity separate and distinct from each Guarantor and any
other Person; 


  

	 	(b)	 maintain its assets and liabilities separate and distinct from those of each Guarantor and any other Person in
such a manner that it is not difficult to segregate, identify or ascertain such assets; 


  

	 	(c)	 maintain records, books and accounts separate from those of each Guarantor and any other Person (other than as
otherwise specified in the Operative Documents); 


  

	 	(d)	 pay its obligations in the ordinary course of business as a legal entity separate from each Guarantor and any
other Person; 


  

	 	(e)	 keep its funds separate and distinct from any funds of each Guarantor and any other Person, and receive,
deposit, withdraw and disburse such funds separately from any funds of each Guarantor and any other Person; 



  

					
		 	- 39 -	  	
		 		  	
		 	















	 	(f)	 not agree to pay, assume, guarantee or become liable for any debt of, or otherwise pledge its assets for the
benefit of, either Guarantor or any other Person except as otherwise permitted under the Operative Documents; 


  

	 	(g)	 not hold out that it is a division of either Guarantor or any other Person or that either Guarantor or any
other Person is a division of it; 


  

	 	(h)	 not induce any third party to rely on the creditworthiness of either Guarantor or any other Person in order
that such third party will contract with it (other than the guarantee of the Guarantors in favor of Airbus made in connection with the Assigned Purchase Agreement); 



 

	 	(i)	 allocate and charge fairly and reasonably any common overhead shared with either Guarantor or any other Person;



  

	 	(j)	 hold itself out as a separate entity, and correct any known misunderstanding regarding its separate identity;



  

	 	(k)	 conduct business in its own name and ensure that all communications are made solely in its name;



  

	 	(l)	 not acquire the securities of either Guarantor or any Affiliate thereof; 



 

	 	(m)	 prepare separate financial statements, if required to prepare such pursuant to Applicable Law, and separate tax
returns and pay any Taxes required to be paid under applicable Tax law (provided that each Guarantor and its Affiliates may publish financial statements that consolidate those of such Guarantor and its Affiliates, and subsidiaries of such
Guarantor may file consolidated Tax returns with such Guarantor and its Affiliates for Tax purposes provided that so doing does not give rise to any incremental Tax liabilities on the part of the Borrower); and 



 

	 	(n)	 not enter into any transaction between itself and either Guarantor or their Affiliates that is more favorable
to either such Guarantor or any of their Affiliates than transactions that either such Guarantor and its Affiliates would have been able to enter into at such time on an arm’s-length basis with a non-affiliated third party, or vice versa. 


 For the avoidance of doubt, the Borrower
is authorized to engage in any activity or other undertaking expressly required or expressly authorized by the Operative Documents. 
  

	10.17	 Independent Director: The Borrower shall have at least one Independent Director whose vote shall
be required to take any Material Action with respect to the Borrower (it being understood that this Agreement shall not require the vote of an Independent Director for any other matter other than a Material Action). 



 

	10.18	 Management and Control; COMI: Management and control of, and the principal place of business of
the Borrower shall be located in the Cayman Islands. The Borrower shall ensure that it does not have a Center of Main Interests (as defined in EU Insolvency Regulations) in the European Union. 



  

					
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	10.19	 Subordinated Loan: The Borrower shall not pay or repay any amount under the Subordinated Loan
Agreement while the Secured Obligations remain outstanding provided that upon delivery of an Aircraft and following payment and repayment of principal, interest, breakage costs and the amounts allocable to such Aircraft and all other amounts the due
and owing under the Mortgage, the Borrower may repay amounts payable under the Subordinated Loan Agreement to the extent of available funds at such time. 


  

	10.20	 LTV and Fixed Charge Coverage Ratio: 



 

	 	(a)	 In this Clause 10.20 the following capitalized terms have the following meaning 



“Annualized FCCR” means as of any applicable FCCR Test Date, the ratio of, (a) the sum of (i)(A) in the case of the
first FCCR Test Date in 2022, the Consolidated EBITDAR of Frontier Holdings for the fiscal quarter of Frontier Holdings ended December 31, 2021 or (B) in the case of each FCCR Test Date thereafter, the Consolidated EBITDAR of Frontier
Holdings for the fiscal quarter immediately preceding such FCCR Test Date for which financial statements were delivered pursuant to Section 10.15(a), and (ii)(A) in the case of the first FCCR Test Date in 2022, [***], (B) in the case of the
second FCCR Test Date in 2022, the Consolidated EBITDAR of Frontier Holdings for each of the fiscal quarters of Frontier Holdings ended December 31, 2021 and March 31, 2022, (C) in the case of the third FCCR Test Date in 2022, the sum of
the Consolidated EBITDAR of Frontier Holdings for each of the fiscal quarters of Frontier Holdings ended December 31, 2021, March 31, 2022 and June 30, 2022, and (D) thereafter, the sum of the Consolidated EBITDAR of Frontier
Holdings for each of the three fiscal quarters of Frontier Holdings immediately preceding the applicable fiscal quarter referred to in clause (a)(i)(B), to (b)(i)(A) in the case of the first FCCR Test Date in 2022, the Fixed Charges of Frontier
Holdings for the fiscal quarter of Frontier Holdings ended December 31, 2021 or (B) in the case of each FCCR Test Date thereafter, the Fixed Charges of Frontier Holdings for the fiscal quarter of Frontier Holdings immediately preceding
such FCCR Test Date for which financial statements were delivered pursuant to Section 10.15(a) and (ii)(A), in the case of the first FCCR Test Date in 2022, [***], (B) in the case of the second FCCR Test Date in 2022, the Fixed Charges of
Frontier Holdings for each of the fiscal quarters of Frontier Holdings ended December 31, 2021 and March 31, 2022, (C) in the case of the third FCCR Test Date in 2022, the sum of the Fixed Charges of Frontier Holdings for each of the
fiscal quarters of Frontier Holdings ended December 31, 2021, March 31, 2022 and June 30, 2022 and (D) thereafter, the sum of the Fixed Charges of Frontier Holdings for each of the three fiscal quarters of Frontier Holdings
immediately preceding the applicable fiscal quarter referred to in clause (b)(i)(B); provided, in each case that amortization and settlements of warrants of Frontier Group Holdings, Inc. to the US Treasury Department shall be excluded from
each determination. 

  

					
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 “LTV” means as of any applicable LTV Test Date for an Aircraft or the
Aircraft Pool, the percentage equivalent of a fraction determined by the formula of AP – (PPI – LA - AEC)/BV where: 
  

	 	(i)	 “AP” means the Assignable Price of such Aircraft or the sum of the Assignable Prices of all
Aircraft in the Aircraft Pool; 


  

	 	(ii)	 “PPI” means an amount equal to the aggregate of all Purchase Price Installments paid to Airbus
as of the applicable LTV Test Date in respect of such Aircraft or the sum of the Purchase Price Installments paid to Airbus as of the applicable LTV Test Date in respect of all Aircraft in the Aircraft Pool; 



 

	 	(iii)	 “LA” means the aggregate amount of all Loans made in respect of such Aircraft, as of the
applicable LTV Test Date (if any) or the sum of the Loans made in respect of all Aircraft in the Aircraft Pool, as of the applicable LTV Test Date; 


  

	 	(iv)	 “AEC” means the engine credits assigned to the Security Trustee pursuant to the Mortgage in
respect of the Engines relating to such Aircraft or the sum of the engine credits assigned to the Security Trustee pursuant to the Mortgage in respect of the Engines relating to all Aircraft in the Aircraft Pool; and 



 

	 	(v)	 “BV” means the Base Value of such Aircraft, as stated in the Aircraft Appraisal prepared in
respect of such LTV Test Date or the sum of the Base Values of all Aircraft in the Aircraft Pool, as stated in the Aircraft Appraisal for each Aircraft prepared in respect of such LTV Test Date. 



“Maximum LTV” means on any LTV Test Date, [***]. 
  

	 	(b)	 The Borrower shall ensure that as of each LTV Test Date, with respect to an Aircraft or the Aircraft Pool (as
the case may be), the LTV in respect of each applicable Aircraft or the Aircraft Pool (as the case may be) in respect of which a Loan is outstanding does not exceed an amount equal to the Maximum LTV for such Aircraft or the Aircraft Pool (as the
case may be) (the “LTV Test”) provided that the Borrower shall not be deemed to have breached the LTV Test if it is in compliance with its obligation set forth in Clause (c) below. 



 

	 	(c)	 In the event of an LTV Test failure, the Borrower shall, within [***] of the LTV Test Date on which such
failure occurred either: 


  

	 	(i)	 prepay the applicable Loans in accordance with Clause 5.9(b); or 



 

	 	(ii)	 pay to the Security Trustee cash, or provide such other Cash Equivalent collateral in such form as the Facility
Agent in its sole discretion agrees, (“LTV Collateral”) in an amount, or with a value, equal to that which if applied to prepay the Loan or Loans relating to the Aircraft in respect of




  

					
		 	- 42 -	  	
		 		  	
		 	















	 	
which the failure of the LTV Test has occurred, would reduce the principal outstanding thereto in order that a failure of the LTV Test would not occur if it were calculated following such
prepayment. Upon provision LTV Collateral in the amount required pursuant to this Clause (ii) or prepayment of the applicable Loan(s) in accordance with Clause (i) above, the relevant failure of the LTV Test shall not constitute a Default.


  

	 	(d)	 Except as expressly specified in this Clause 10.20(d), the Borrower shall have no entitlement to receive
payment of any part of the LTV Collateral. Following the provision by the Borrower of any LTV Collateral, the Security Trustee shall, if the Borrower is in compliance with the LTV Test as of any LTV Test Date following provision of any LTV
Collateral and provided no Default is continuing, within [***] after such LTV Test Date, release to the Borrower (at the request and cost of the Borrower), by way of release of such LTV Collateral from the related Eligible Account, an amount or
value equal to that by which the amount or value of LTV Collateral provided by the Borrower exceeds the amount or value required in order to not be in any breach of the LTV Test as of such LTV Test Date. 



 

	 	(e)	 The Borrower agrees that any LTV Collateral shall be deposited in an Eligible Account. 



 

	 	(f)	 Following the occurrence of an Event of Default which is continuing, in addition to all rights and remedies of
the Security Trustee elsewhere in this Agreement or under Law or pursuant to any Operative Document, the Security Trustee may immediately or at any time thereafter, without notice to the Borrower, use, enforce, apply and/or retain all or part of the
LTV Collateral in or towards the payment or discharge of any matured obligation owed by the Borrower under this Agreement or any other Operative Documents, in such order as the Security Trustee sees fit. 



 

	 	(g)	 If the Security Trustee exercises any of the rights described in Clause (f) above and the LTV in respect
of any Aircraft or the Aircraft Pool (as the case may be) exceeds the Maximum LTV in respect of such Aircraft or the Aircraft Pool (as the case may be) after such exercise, the Borrower shall, within [***] of demand in writing from the Security
Trustee, perform one of the options in (c) to the extent necessary for the LTV Test. 


  

	 	(h)	 The Borrower shall notify the Facility Agent promptly if Frontier Holdings’ Unrestricted Cash and Cash
Equivalents have at any time fallen below the threshold required by clause 9(f) of the Frontier Holdings Guarantee at such time. 


  

	10.21	 Equity Contribution: The Borrower shall pay an amount equal to each Equity Contribution in
respect of an Aircraft to Airbus on or before the Borrowing Date to which such Equity Contribution corresponds as set out in Schedule III; provided that, if, on any Borrowing Date, the aggregate of the future Equity Contributions as set forth in
Schedule III and the available undrawn Commitment is not sufficient to satisfy all future Advances payable under the terms of the Assigned Purchase Agreement, such shortfall shall be paid by the Borrower. 



  

					
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	11.	 THE FACILITY AGENT 



The provisions of Schedule IV (Facility Agent) shall apply to this Agreement. 

 

	12.	 THE SECURITY TRUSTEE 



The provisions of Schedule V (The Security Trustee) shall apply to this Agreement. 

 

	13.	 CONDUCT OF BUSINESS BY THE FINANCE PARTIES 



 

	13.1	 No provision of this Agreement or any other Operative Document will: 



 

	 	13.1.1	 interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it
thinks fit; 


  

	 	13.1.2	 without limiting the obligations of the Finance Parties to mitigate or otherwise take actions contained in this
Agreement, oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it in respect of Tax or to investigate the extent, order and manner of any such claim; or 



 

	 	13.1.3	 oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or, except as
otherwise required by Clauses 5.3 and 5.11, any computations in respect of Tax. 


  

	14.	 SUPPLEMENTS AND AMENDMENTS TO THIS AGREEMENT AND OTHER DOCUMENTS 



 

	14.1	 Instructions of Majority; Limitations 



 

	 	(a)	 At any time and from time to time, at the request of the Borrower, the Facility Agent (but only on the written
direction of the Majority Lenders) shall (x) execute a supplement hereto for the purpose of adding provisions to, or changing or eliminating provisions of, this Agreement or any other Operative Document as specified in such request or
(y) provide a consent when required by the terms of any Operative Document, provided that, except as permitted in Clause 14.4, without the consent of each Lender adversely affected thereby, no such amendment of or supplement to any such
document, or waiver or modification of the terms of any thereof, shall: 


  

	 	(i)	 modify any of the provisions of this Clause 14.1 or the definitions of the terms, “Majority Lenders”
or “Operative Documents”, contained herein or in any other Operative Document; 


  

	 	(ii)	 increase the principal amount of any Loan Certificate or reduce the amount or extend the time of payment of any
amount owing or payable under any Loan Certificate or (except as provided in the Operative Documents) increase or reduce the Break Amount or interest payable on any Loan Certificate (except that only the consent of the Lender shall be required for
any decrease in any amounts of or the rate of Break Amount or interest payable on such Loan Certificate or any extension for the time of payment of any amount payable under such Loan Certificate); 



  

					
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	 	(iii)	 reduce, modify or amend any indemnities in favor of any Lender or in favor of or to be paid by the Borrower or
alter the definition of “Indemnitee” to exclude any Lender; or 


  

	 	(iv)	 release the Borrower from its obligations in respect of the payment of the principal and interest then
outstanding (or other amounts payable therewith) or change any of the circumstances under which any amounts payable pursuant to this Agreement and the other Operative Documents are payable. 



 

	 	(b)	 Notwithstanding the foregoing, without the consent of each Lender, no such supplement to this Agreement, the
Mortgage or the Share Charge, or waiver or modification of the terms hereof or of any other agreement or document shall expressly permit the creation of any Lien on the Collateral or any part thereof, except as herein expressly permitted, or deprive
any Lender of the benefit of the Lien of the Mortgage on the Collateral or the Lien of the Share Charge except in connection with the exercise of remedies under Clause 7 of the Mortgage or under equivalent provisions of the Share Charge.



  

	 	(c)	 Except as provided in this Clause 14.1 or Clause 14.4, the Security Trustee shall not amend, supplement or
waive the terms of this Agreement, the Mortgage, the Share Charge or any other Operative Documents. 


  

	14.2	 Facility Agent Protected 



If, in the reasonable opinion of the institution acting as the Facility Agent hereunder any document required to be executed pursuant to the
terms of Clause 14.1 affects any right, duty, immunity or indemnity with respect to it under this Agreement or any other Operative Document, the Facility Agent may in its reasonable discretion decline to execute such document. 

 

	14.3	 Documents Mailed to Lenders 



Promptly after the execution by the Facility Agent of any document entered into pursuant to Clause 14.1, the Facility Agent shall mail, by
certified mail, postage prepaid, a conformed copy thereof to each Lender at its address shown on the Certificate Register, but the failure of the Borrower or Facility Agent, to mail such conformed copies shall not impair or affect the validity of
such document. 
  

	14.4	 Replacement of LIBOR 



If a LIBOR Replacement Event has occurred, any amendment, supplement, modification or waiver of this Agreement or any other Operative Document
which relates to: 
  

	 	(a)	 providing for the use of a Replacement Benchmark; 



  

					
		 	- 45 -	  	
		 		  	
		 	















	 	(b)	 aligning any provision of any Operative Document with the use of that Replacement Benchmark;



  

	 	(c)	 enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including,
without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement); 


  

	 	(d)	 implementing market conventions applicable to that Replacement Benchmark; 



 

	 	(e)	 providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or



  

	 	(f)	 adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic
value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the
adjustment shall be determined on the basis of that designation, nomination or recommendation); 


 may be made with the
consent of the Facility Agent (acting on the instructions of the Majority Lenders and the Borrower. Notwithstanding the foregoing or any provision to the contrary set forth in this Agreement, if the Facility Agent and the Borrower mutually
determine that the syndicated loan market has broadly accepted a replacement standard for LIBOR, then the Facility Agent and Borrower may amend this Agreement to adopt such new broadly accepted market standard and to make such other changes as shall
be necessary or appropriate in the good faith determination of the Facility Agent and the Borrower in order to implement such new market standard herein and in the other Operative Documents, unless the Majority Lenders deliver a notice within [***]
of the proposed effective date of such amendment (as notified by the Facility Agent sufficiently in advance) that the Majority Lenders do not accept such amendment. 
  

	15.	 NOTICES 


  

	15.1	 All notices, demands, instructions and other communications required or permitted to be given to or made upon
any party hereto shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, or by facsimile or electronic mail, or by prepaid courier service, and shall be effective upon receipt.



  

	15.2	 Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this
Clause 15, notices, demands, instructions and other communications in writing shall be given to or made upon the parties hereto at their addresses (or to their facsimile numbers) as follows: (a) if to the Borrower or the Security Trustee, to
the addresses specified in clause 7.6 of the Mortgage, (b) if to a Lender or the Facility Agent to the address specified on Schedule I, or (c) if to any subsequent Lender, addressed to such Lender at its address specified in the
Certificate Register maintained pursuant to Clause 5.6. 



  

					
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	16.	 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL; AGENT FOR SERVICE OF PROCESS.



  

	16.1	 THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. 


  

	16.2	 The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement, or for recognition or enforcement of any judgment, and the Borrower irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State
or, to the extent permitted by law, in such Federal court. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against another party or its properties in the courts of any jurisdiction.



  

	16.3	 The Borrower irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Clause 16.2. The Borrower hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 


  

	16.4	 Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in
Clause 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 


  

	16.5	 EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS CLAUSE. 



  

					
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	16.6	 The Borrower hereby irrevocably appoints and designates Corporation Service Company (the “Agent for
Service of Process”), having an address at Corporation Service Company, 80 State Street, Albany, New York 12207-2543, as its true and lawful attorney-in-fact
and duly authorized agent for the limited purpose of accepting service of legal process and the Borrower agrees that service of process upon such party shall constitute personal service of such process on such person. The Borrower shall maintain the
designation and appointment of the Agent for Service of Process at such address until all amounts payable under this Agreement shall have been paid in full. If the Agent for Service of Process shall cease to so act, the Borrower shall immediately
designate and shall promptly deliver to the Facility Agent evidence in writing of acceptance by another agent for service of process of such appointment, which such other agent for service of process shall have an address for receipt of service of
process in the State of New York and the provisions above shall equally apply to such other agent for service of process. 


  

	17.	 INVOICES AND PAYMENT OF EXPENSES 



Each Agent and the Lenders shall promptly submit to the Borrower copies of invoices of the Transaction Expenses (as defined below) as they are
received. The Borrower agrees to pay Transaction Expenses promptly upon receipt of detailed invoices of such Transaction Expenses regardless as to whether or not the Effective Date occurs (except in circumstances where such failure to occur is as a
result of the breach by any Lender of its obligations hereunder following satisfaction by the Borrower of the Conditions Precedent set out in Clause 4 (Conditions)). For the purposes hereof, “Transaction Expenses” means: 

 

	 	(a)	 with respect to the preparation, negotiation, execution and delivery of this Agreement and the payment or
anticipated drawing of each Loan and Line of Credit, as applicable, on each Borrowing Date, the reasonable fees, expenses and disbursements of Clifford Chance US LLP, special counsel to the Lenders and the Facility Agent, as well as the reasonable
fees and expenses of special Cayman Islands counsel and any counsel to the Security Trustee (subject to any agreed caps); 


  

	 	(b)	 all fees, taxes (including license, documentary, stamp, excise and property taxes) and other charges payable in
connection with the recording or filing of instruments and financing statements; 


  

	 	(c)	 each Agent’s and each Lender’s reasonable out-of-pocket costs and expenses relating to the negotiation and closing of this transaction (with any travel expenses requiring prior notice to the Borrower); 



 

	 	(d)	 each Agent’s and each Lender’s reasonable out-of-pocket costs and expenses relating to any release of any Collateral or the delivery of the Aircraft contemplated hereby (including the reasonable fees, expenses and disbursements of legal counsel and
with any travel expenses requiring prior notice to the Borrower); and 


  

	 	(e)	 each Agent’s and each Lender’s reasonable out-of-pocket costs and expenses relating to any waiver, amendment or modification of the Operative Documents (including (i) the reasonable fees, expenses and disbursements of legal counsel,
(ii) any travel expenses requiring prior notice to the Borrower and (iii) for the avoidance of doubt, costs and expenses reasonably incurred by the Facility Agent in responding to, evaluating, negotiating or complying with Clauses 5.14 and
14.4). 



  

					
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	18.	 CONFIDENTIALITY 



Each of the Lenders and each Agent covenants and agrees to keep confidential, and not to disclose to any third parties, the Operative Documents
and all non-public information received by it from the Borrower, Airbus or the Engine Manufacturer pursuant to the Operative Documents or the Assigned Purchase Agreement or an Engine Agreement, if any is so
delivered, provided that, to the extent permitted by any applicable confidentiality agreement with Airbus or the Engine Manufacturer, such information may be made available: 
  

	 	(a)	 to any transferee or participant (or any prospective transferee or participant) of a Lender’s Commitments,
Loan, Line of Credit Borrowing or Loan Certificates or the Security Trustee’s respective interest in the Collateral, in each case so long as such transferee or participant (or prospective transferee or participant) first executes and delivers
to the respective Lender a confidentiality agreement consistent with the foregoing or is otherwise bound by a substantially similar obligation of confidentiality; 



 

	 	(b)	 to any Lender’s counsel or independent certified public accountants, independent insurance advisors or
other agents who agree to hold such information confidential on the terms provided; 


  

	 	(c)	 as may be required by Applicable Law or by any statute, court or administrative order or decree or governmental
ruling or regulation (or, in the case of any Lender, to any bank examiner or other regulatory personnel); or 


  

	 	(d)	 as may be necessary for purposes of enforcement of any Operative Document. 



 

	19.	 MISCELLANEOUS 



 

	19.1	 The representations, warranties, indemnities and agreements of the Borrower provided for in this Agreement and
each party’s obligations under any and all thereof, shall survive the expiration or other termination of this Agreement or any other Operative Document, except as expressly provided herein or therein. 



 

	19.2	 This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Neither this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified, except by an
instrument in writing signed by the party or parties thereto. 


  

	19.3	 



  

					
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	 	(a)	 This Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the
parties hereto and their respective successors and permitted assigns including each successive holder of any Loan Certificate(s) issued and delivered pursuant to this Agreement. Each Lender, by its acceptance of its Loan Certificate, agrees to be
bound by all of the provisions of this Agreement and the other Operative Documents applicable to a Lender. 


  

	 	(b)	 The Borrower may not assign any of its rights or obligations under this Agreement or the other Operative
Documents except to the extent expressly provided thereby. 


  

	 	(c)	 (i)Each Lender, at no cost to any Obligor, may assign any of its Loans, its Line of Credit Borrowings, its Loan
Certificates and its Commitments to any Person with, unless a Default is continuing, the consent of the Borrower and the Guarantors, in each case, such consent not to be unreasonably withheld or delayed; provided that (i) each such
assignment by a Lender of its Loans, Line of Credit Borrowings, Loan Certificates and Commitment shall be made in such manner so that the same portion of its Loans, Line of Credit Borrowings, Loan Certificates and Commitment is assigned to the
respective assignee; (ii) no assignment shall be permitted if such would result in the Borrower or either Guarantor incurring any increased liability or cost under the Operative Documents as a result of such assignment based on laws in effect
as of the date of such arrangement; and (iii) such assignment shall be effected by the execution and delivery by the assignee and assignor of an agreement in the form of the Loan Assignment Agreement attached as Exhibit B hereto. Upon execution
and delivery by the assignee to the Borrower, the Facility Agent and the Security Trustee of the Loan Assignment Agreement pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the
Commitment and/or Loan or Line of Credit Borrowing amount specified in such instrument, and upon consent thereto by the Borrower and, the Facility Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless
otherwise provided in such assignment with the consent of the Borrower, the Security Trustee and the Facility Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and/or Loan and Line of Credit Borrowing (or
portions thereof) assigned to it (in addition to the Commitment and, Loan, if any, and Line of Credit Borrowing, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the
Commitment (or portion thereof) so assigned. 


 (ii) So long as no Default or Event of Default has
occurred and is continuing, the Borrower, at its sole cost and expense, may request other financial institutions reasonably acceptable to the Facility Agent (each, an “Additional Lender”) to provide additional Commitments pursuant
to a Facility Increase Amendment (collectively, the “Additional Commitments”) to be incorporated into this Agreement; provided that in no event shall the aggregate amount of all Loans, Line of Credit Borrowings and
Commitments exceed [***]. From and after the date of effectiveness of any Facility Increase Amendment, the Commitment of the Initial Lender shall be amended pursuant to the Facility Increase Amendment


  

					
		 	- 50 -	  	
		 		  	
		 	














 
and each Additional Lender not previously party hereto shall have the Commitment specified in the Facility Increase Amendment and shall become a party hereto and have the rights and obligations
of a Lender under this Agreement and the other Operative Documents. On each Additional Lender Effective Date, the Initial Lender will automatically and without further act assign to each Additional Lender, and each Additional Lender shall
automatically and without further act purchase from the Initial Lender, such interests in the Loans, the Line of Credit Borrowings and the Commitment of the Initial Lender such that the principal amount of the Additional Commitment of each
Additional Lender will be allocated [***] to reduce the Loans, the Line of Credit Borrowings and the Commitment of the Initial Lender and [***] to increase the Maximum PDP Loan Amount until the aggregate Loans, Line of Credit Borrowings and
Commitment of the Initial Lender has been reduced to [***]; provided that the Maximum PDP Loan Amount shall not exceed [***]. Any requirements contained in this Agreement in respect of minimum borrowing, pro rata borrowing and pro rata payments
shall not apply to the transactions effected pursuant to the immediately preceding sentence. 
  

	 	(d)	 Each Lender may sell or agree to sell to one or more other Persons a participation in all or any part of the
Loan or Line of Credit Borrowing held by it, or in its Commitments, in which event each purchaser of a participation (a “Participant”) shall be entitled to the rights and benefits of the provisions hereof with respect to its
participation in such Loan, Line of Credit Borrowing and Commitments as if such Participant were a “Lender” for purposes hereof. In no event shall a Lender that sells a participation agree with the Participant to take or refrain from
taking any action hereunder or under any other Operative Document except that such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase or extend the term, or extend the time or
waive any requirement for the reduction or termination, of such Lender’s Commitment, (ii) extend the date fixed for the payment of regularly scheduled principal of or interest on the Loan, Line of Credit Borrowing or any portion of any fee
hereunder payable to the Lender, (iii) reduce the amount of any such payment of principal or (iv) reduce the rate at which interest is payable thereon, or any fee hereunder payable to the Lenders, to a level below the portion of such rate
or fee which the Participant is entitled to receive. 


  

	 	(e)	 In addition to the assignments and participations permitted under the foregoing provisions of this Clause
19.3(b), any Lender may assign and pledge all or any portion of its Loan, its Line of Credit Borrowing and its Loan Certificates to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such
Federal Reserve Bank provided that neither the Borrower nor either Guarantor would incur an increased liability or cost under the Operative Documents as a result of such arrangement or pledge based on laws in effect at the time of such sale. No such
assignment shall release the assigning Lender from its obligations hereunder. 


  

	 	(f)	 Notwithstanding the above, a Lender may not assign or transfer all or any portion of its Loan, its Line of
Credit Borrowing, Commitment or any Loan Certificate or interest therein (i) in violation of the Securities Act or applicable foreign or state securities laws (ii) prior to the drawdown of the Loans and Line of Credit Borrowings, as
applicable. 



  

					
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	20.	 LIMITATION OF SECURITY TRUSTEE LIABILITY 



It is expressly understood and agreed by the parties that (A) this document is executed and delivered by Bank of Utah, not
individually or personally, but solely as Security Trustee, (B) each of the representations, undertakings and agreements herein made on the part of the Security Trustee is made and intended not as personal representations, undertakings
and agreements by Bank of Utah, but only in its capacity as Security Trustee for the Facility Agent and the Lenders, (C) nothing herein contained shall be construed as creating any liability on Bank of Utah, individually or personally, to
perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, and (D) under no circumstances shall
Bank of Utah be personally liable for the payment of any indebtedness or expenses of the Lenders or the Facility Agent or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by
the Security Trustee under this Agreement, the Operative Documents or any other related documents excluding, in each case, gross negligence, willful misconduct or simple negligence in the handling of money by the Security Trustee for which it shall
be liable in its individual capacity. 
  

	21.	 LIMITATION ON LIABILITY 



 

	21.1	 Notwithstanding anything contained in this Agreement to the contrary, recourse against the Borrower with
respect to this Agreement shall be limited to the assets of the Borrower, as they may exist from time to time and each of the Security Trustee, the Facility Agent and the Lenders agree not to seek before any court or Governmental Entity to have any
shareholder, director or officer of the Borrower, held liable, in their personal or individual capacities, for any actions or inactions of the Borrower or any obligations or liability of the Borrower under this Agreement other than in the case of
gross negligence or willful misconduct. 


  

	21.2	 Each of the Security Trustee, the Facility Agent and the Lenders agree that with respect to any actions or
inactions of the Borrower or any obligations or liability of the Borrower under this Agreement, it shall not commence any case, proceeding, proposal or other action under any existing or future law of any jurisdiction relating to the bankruptcy,
insolvency, reorganization, arrangement in the nature of insolvency proceedings, adjustment, winding-up, liquidation, dissolution or analogous relief with respect to the Borrower. 



 

	21.3	 Nothing in this Clause 21 shall: 



 

	 	21.3.1	 be construed to limit the exercise of remedies pursuant to this Agreement in accordance with its terms; or



  

	 	21.3.2	 be construed to waive, release, reduce, modify or otherwise limit the obligations and liabilities of any
guarantor of the Borrower’s obligations or liabilities hereunder. 


  

	21.4	 The provisions of this Clause 21 shall survive the termination of this Agreement. 



  

					
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first above written. 
  

			
	BORROWER
	
	VERTICAL HORIZONS, LTD., Borrower
		
	By:	 	 /s/ Evert Brunekreef

	Name:	 	Evert Brunekreef
	Title:	 	Director
	
	SECURITY TRUSTEE
	
	BANK OF UTAH, not in its individual capacity but solely as Security Trustee
		
	By:	 	 /s/ Joseph H. Pugsley

	Name:	 	Joseph H. Pugsley
	Title:	 	Vice President
		
	By:	 	 /s/ Michael Arsenault

	Name:	 	Michael Arsenault
	Title:	 	Vice President
	
	FACILITY AGENT
	
	CITIBANK, N.A., as Facility Agent
		
	By:	 	 /s/ Joseph Shanahan

	Name:	 	Joseph Shanahan
	Title:	 	Vice President
		
	By:	 	  

	Name:	 	
	Title:	 	














 
			
	ARRANGER
	
	CITIGROUP GLOBAL MARKETS, INC., as Arranger
		
	By:	 	 /s/ Scott Debano

	Name:	 	Scott Debano
	Title:	 	Managing Director
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	LENDER
	
	CITIBANK, N.A., as Lender
		
	By:	 	 /s/ Joseph Shanahan

	Name:	 	Joseph Shanahan
	Title:	 	Vice President
		
	By:	 	  

	Name:	 	
	Title:	 	














 SCHEDULE I 

NOTICE & ACCOUNT INFORMATION 
  

			
	Lender	  	Citibank, N.A.
		  	1615 Brett Road
		  	Building 111
		  	New Castle, DE 19720
		
		  	Attention: [***]
		  	Fax: +# ### ### ####
		  	Email: ###
		
		  	With a copy to:
		
		  	            Citibank, N.A.
		  	            388 Greenwich Street, 34th Floor
		  	            New York, NY 10013
		
		  	            Attention: [***]
		  	            Fax: +# ### ### ####
		  	            Email: ###
		
	Facility Agent	  	Citibank, N.A.
		  	1615 Brett Road
		  	Building 111
		  	New Castle, DE 19720
		
		  	Attention: [***]
		  	Fax: +# ### ### ####
		  	Email: ###
		
		  	With a copy to:
		
		  	            Citibank, N.A.
		  	            388 Greenwich Street, 34th Floor
		  	            New York, NY 10013
		
		  	            Attention: [***]
		  	            Fax: +# ### ### ####
		  	            Email: ###
		
	Account Details:	  	Bank Name: Citibank, N.A.
		  	ABA: [***]
		  	Account Name: [***]
		  	Account No.: [***]
		  	Reference: [***]













 SCHEDULE II 

COMMITMENTS 
  

							
	Lender	  	Participation
Percentage	 	Maximum
Commitment	 
	 Citibank, N.A.
	  	100%	 	US$	150,000,000	 

 The amounts set forth above are subject to amendment in accordance with Clause 19.3(c)(ii) of the Credit Agreement. 












 SCHEDULE III 

ADVANCES 

  

					
		 	- 3 -	  	
		 		  	
		 	














 SCHEDULE IV 

THE FACILITY AGENT 
  

	1.	 Appointment of the Facility Agent 



 

	1.1	 Each of the Lenders appoints the Facility Agent to act as its agent under and in connection with the Operative
Documents. 


  

	1.2	 Each of the Lenders authorizes the Facility Agent to exercise the rights, powers, authorities and discretions
specifically given to the Facility Agent under or in connection with the Operative Documents together with any other incidental rights, powers, authorities and discretions. 



 

	1.3	 Unless expressly provided otherwise in the Operative Documents, each of the Lenders shall exercise its rights
through the Facility Agent or the Security Trustee. 


  

	2.	 Duties of the Facility Agent 



 

	2.1	 


  

	 	(a)	 The Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered
to the Facility Agent for that Party by any other Party. 


  

	 	(b)	 Paragraph (a) above shall not apply to any assignment agreement executed pursuant to clause 19.3(b)(i) or
(ii). 


  

	2.2	 The Facility Agent shall promptly forward to each of the Lenders a copy of any document or notice which is
delivered to the Facility Agent by the Security Trustee. 


  

	2.3	 If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and
stating that the circumstance described is a Default, it shall promptly notify the Lenders. 


  

	2.4	 The Facility Agent shall promptly notify the Lenders of any Default (in relation to which it has actual
knowledge) arising under Clause 4(a) (Non Payment) of the Mortgage. 


  

	2.5	 The Facility Agent’s duties under the Operative Documents are solely mechanical and administrative in
nature. 


  

	2.6	 Except where an Operative Document expressly and specifically provides otherwise, the Facility Agent is not
obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party. 


  

	3.	 No fiduciary duties 



 

	3.1	 Nothing in this Agreement constitutes the Facility Agent as a trustee or fiduciary of any other Person.




  

					
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	3.2	 The Facility Agent shall not be bound to account to any Lender for any sum or the profit element of any sum
received by it for its own account. 


  

	4.	 Business with the Borrower 



The Facility Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the
Group. 
  

	5.	 Rights and discretions of the Facility Agent 



 

	5.1	 The Facility Agent may rely on: 



 

	 	(a)	 any representation, notice or document believed by it to be genuine, correct and appropriately authorized; and



  

	 	(b)	 any statement made by a director, authorized signatory or employee of any person regarding any matters which
may reasonably be assumed to be within his knowledge or within his power to verify. 


  

	5.2	 The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the
Lenders) that: 


  

	 	(a)	 no Default has occurred (unless it has actual knowledge of a Default arising under clause 4(a) (Non-Payment) of the Mortgage); and 


  

	 	(b)	 any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.



  

	5.3	 The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants,
surveyors or other experts provided that such engagement shall not cause any additional expense or cost to the Borrower or either Guarantor unless approved in advance in writing by either such Guarantor. 



 

	5.4	 The Facility Agent may act in relation to the Operative Documents through its personnel and agents.



  

	5.5	 The Facility Agent may disclose to any other Party any information it reasonably believes it has received as
agent under this Agreement. 


  

	5.6	 Notwithstanding any other provision of any Operative Document to the contrary, the Facility Agent is not
obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. 



  

					
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	6.	 Majority Lenders’ instructions 



 

	6.1	 Unless a contrary indication appears in an Operative Document, the Facility Agent shall act in accordance with
any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from acting or exercising any right, power, authority or discretion vested in it as Facility Agent) and shall not be liable for any act (or
omission) if it acts (or refrains from taking any action) in accordance with such an instruction of the Majority Lenders. 


  

	6.2	 Unless a contrary indication appears in an Operative Document, any instructions given by the Majority Lenders
will be binding on all the Lenders. 


  

	6.3	 The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if
appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions. 



 

	6.4	 In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent
may act (or refrain from taking action) as it considers to be in the best interest of the Lenders. 


  

	6.5	 The Facility Agent is not authorized to act on behalf of a Lender (without first obtaining that Lender’s
consent) in any legal or arbitration proceedings relating to any Operative Document. 


  

	7.	 Responsibility for documentation 



The Facility Agent is not (i) responsible for the legality, validity, effectiveness, adequacy or enforceability of any Operative Document
or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Operative Document or (ii) responsible for any determination as to whether any information provided or to be provided to
any Finance Party is non-public information the use of which may be regulated or prohibited by Applicable Law or regulation relating to insider dealing or otherwise, unless the Facility Agent is informed by
the Borrower or either Guarantor in writing that specific information being provided to the Facility Agent is non-public information. 
  

	8.	 Exclusion of liability 



 

	8.1	 Without limiting sub-clause 8.2, the Facility Agent will not be liable
for any action taken by it under or in connection with any Operative Document, unless directly caused by its gross negligence or willful misconduct. 


  

	8.2	 No Party may take any proceedings against any officer, employee or agent of the Facility Agent in respect of
any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Operative Document and any officer, employee or agent of the Facility Agent may rely on this sub-clause. Any third party referred to in this sub-clause 8.2 may enjoy the benefit of and enforce the terms of this sub-clause 8.2.



  

	8.3	 The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with
an amount required under the Operative Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing
or settlement system used by the Facility Agent for that purpose. 



  

					
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	8.4	 Nothing in this Agreement shall oblige the Facility Agent to carry out any “know your customer” or
other checks in relation to any person on behalf of any Lender and each Lender confirms to the Facility Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such
checks made by the Facility Agent. 


  

	9.	 Lenders’ indemnity to the Facility Agent 



Each Lender shall (in proportion to its share of the total Commitments or, if the total Commitments are then zero, to its share of the total
Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within [***] of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross
negligence or willful misconduct) in acting as Facility Agent under the Operative Documents (unless the Facility Agent has been reimbursed by the Borrower pursuant to an Operative Document). 

 

	10.	 Resignation of the Facility Agent 



 

	10.1	 The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other
Finance Parties and the Borrower. 


  

	10.2	 Alternatively, the Facility Agent may resign with the consent of the Borrower (such consent not to be
unreasonably withheld or delayed and provided that, such consent shall not be required if there shall have occurred and be continuing an Event of Default) by giving notice to the Lenders, in which case the Majority Lenders (after consultation
with the Borrower) may appoint a successor Facility Agent. 


  

	10.3	 If the Majority Lenders have not appointed a successor Facility Agent in accordance with sub-clause 10.2 within [***] after notice of resignation was given, the Facility Agent (after consultation with the Borrower) may appoint a successor Facility Agent. 



 

	10.4	 The retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such
documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Operative Documents. 



 

	10.5	 The Facility Agent’s resignation notice shall only take effect upon the appointment of a successor.



  

	10.6	 Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further
obligation in respect of the Operative Documents but shall remain entitled to the benefit of this Clause 10. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such
successor had been an original Party. 



  

					
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	10.7	 With (prior to the occurrence of an Event of Default that is continuing) the consent of the Borrower (such
consent not to be unreasonably withheld or delayed), the Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with sub-clause 10.2. In this event, the Facility Agent shall
resign in accordance with sub-clause 10.2. 


  

	11.	 Confidentiality 



 

	11.1	 In acting as agent for the Lenders, the Facility Agent shall be regarded as acting through its agency division
which shall be treated as a separate entity from any other of its divisions or departments. 


  

	11.2	 If information is received by another division or department of the Facility Agent, it may be treated as
confidential to that division or department and the Facility Agent shall not be deemed to have notice of it. 


  

	11.3	 Notwithstanding any other provision of any Operative Document to the contrary, the Facility Agent is not
obliged to disclose to any other person any confidential information or any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty. 



 

	12.	 Relationship with the Lenders 



The Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless
it has received not less than [***] prior notice from that Lender to the contrary in accordance with the terms of this Agreement. 
  

	13.	 Credit appraisal by the Lenders 



Without affecting the responsibility of the Obligors for information supplied by it or on its behalf in connection with any Operative Document
and the transactions contemplated thereby, each Lender confirms to the Facility Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in
connection with any Operative Document including but not limited to: 
  

	13.1	 the financial condition, status and nature of the Obligors; 



 

	13.2	 the legality, validity, effectiveness, adequacy or enforceability of any Operative Document and any other
agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Operative Document; 


  

	13.3	 whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its
respective assets under or in connection with any Operative Document, the transactions contemplated by the Operative Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection
with any Operative Document; and 



  

					
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	13.4	 the adequacy, accuracy and/or completeness of any information provided by any Party or by any other person
under or in connection with any Operative Document, the transactions contemplated by the Operative Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Operative
Document. 


  

	14.	 Written Directions 



The Borrower shall be entitled to rely on any written direction believed by it (acting reasonably) to be given by the Facility Agent or the
Security Trustee, as the case may be, as having been authorized, to the extent required by this Agreement, by all the Finance Parties. 

  

					
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 SCHEDULE V 

THE SECURITY TRUSTEE 
  

	1.	 Acceptance of Trusts 



The Security Trustee hereby confirms its acceptance of the trusts created under the Mortgage and the other Operative Documents and covenants
and agrees to perform and observe all of its covenants and undertakings set forth in this Agreement, the Mortgage and the other Operative Documents, which shall govern the duties and responsibilities of the Security Trustee to the Finance Parties.
The parties hereto agree that Bank of Utah, in its capacity as Security Trustee, acts hereunder solely as security trustee as herein provided and not in its individual capacity except as otherwise herein provided. 

 

	2.	 Duties and Responsibilities of the Security Trustee to the Finance Parties 



 

	2.1	 In the event the Security Trustee shall have knowledge of an Event of Default (which shall not have been
cured), the Security Trustee shall give prompt written notice of such Event of Default to the Facility Agent. Subject to the provisions of sub-clause 3.3 of this Schedule V, the Security Trustee shall take
such action with respect to any Event of Default as the Security Trustee shall be instructed in writing by the Majority Lenders. If the Security Trustee shall not have received instructions as above provided within [***] after the mailing of notice
of such Event of Default the Security Trustee shall, subject always to instructions received thereafter pursuant to the preceding sentence, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from
taking any action, with respect to such Event of Default as it shall determine advisable in the best interests of the Finance Parties and shall use the same degree of care and skill in connection therewith as a prudent person would use under the
circumstances in the conduct of his or her own affairs. In the absence of actual knowledge of an officer in the “Corporate Trust Department” or its equivalent of the Security Trustee, the Security Trustee shall not be deemed to have
knowledge of an Event Default unless notified in writing of such Event of Default by the Facility Agent. 


  

	2.2	 Subject to the terms of sub-clauses 2.1 and 2.3(f) of this Schedule V,
with respect to the Aircraft and each Operative Document, upon the written instructions at any time and from time to time of the Majority Lenders, the Security Trustee shall take such of the following actions as may be specified in such
instructions: (i) give such notice or direction or exercise such right, remedy or power hereunder or under the Operative Documents as shall be specified in such instructions; and (ii) approve as satisfactory to the Security Trustee all
matters expressly required by the terms hereof or thereof to be satisfactory to the Security Trustee, it being understood that without the written instructions of the Majority Lenders the Security Trustee shall not approve any such matter as
satisfactory to the Security Trustee. The Security Trustee shall execute such documents as may be required under this Agreement or any other Operative Document as may be specified from time to time in written instructions of the Majority Lenders.




  

					
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	2.3	 No provision of this Agreement shall be construed to relieve the Security Trustee from liability for the
Security Trustee’s own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct or the Security Trustee’s simple negligence in the handling of money, except that: 



 

	 	(a)	 the duties and obligations of the Security Trustee shall be determined solely by the express provisions of this
Agreement, and the Security Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the
Security Trustee; 


  

	 	(b)	 in the exercise of good faith, the Security Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Security Trustee and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Security Trustee, the Security Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement or the other Operative
Documents; 


  

	 	(c)	 the Security Trustee shall not be liable for any error of judgment made in good faith by a responsible officer
of it, unless it shall be proved that the Security Trustee was grossly negligent in ascertaining the pertinent facts; 


  

	 	(d)	 the Security Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good
faith and without gross negligence (or simple negligence in the handling of money) in accordance with the direction in writing of the Majority Lenders, relating to the time, method and place of conducting any proceeding for any remedy available to
the Security Trustee, or exercising any right or power conferred upon the Security Trustee under this Agreement, and shall not be obligated to perform any discretionary act under this Agreement without the instructions in writing of the Majority
Lenders; 


  

	 	(e)	 the Security Trustee shall not be under any obligation to exercise any rights or powers or take any other
action upon the instructions of the Majority Lenders (including, without limitation, the insuring, taking care of or taking possession of the Aircraft or any Engine), and no provision of this Agreement shall require the Security Trustee to expend or
risk its own funds or otherwise incur any financial liability, unless and until the Security Trustee shall have been fully indemnified by any person reasonably acceptable to the Security Trustee against all liability and expense in connection with
the exercise of such right or power or the taking of such other action; and 


  

	 	(f)	 the Security Trustee shall have a claim and Lien upon, the Collateral and this Agreement and the Assigned
Purchase Agreement prior to the other Finance Parties for any costs or expenses incurred by the Security Trustee acting in accordance with written instructions from Facility Agent and for which the Security Trustee shall not have been reimbursed.




  

					
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	2.4	 Promptly upon receipt by the Security Trustee from either Obligor of the financial statements, reports and
other documents to be furnished by either Obligor pursuant to this Agreement or pursuant to the other Operative Documents, if any, and of all other notices and documents to be delivered by the Obligors to the Security Trustee pursuant to the other
Operative Documents, the Security Trustee shall furnish copies thereof to the Facility Agent, unless such notices and documents have previously been so provided. 



 

	3.	 Certain Rights of the Security Trustee 



Except as otherwise provided above: 
  

	3.1	 the Security Trustee may rely, and shall be protected in acting or refraining from acting, upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, trust certificate, guaranty or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;



  

	3.2	 whenever in the administration of this Agreement the Security Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action hereunder, the Security Trustee (unless other evidence be herein specifically prescribed) may, in the exercise of good faith on its part, rely on a certificate of a responsible
officer of any Person; 


  

	3.3	 the Security Trustee may consult with counsel, and the written advice of such counsel shall be full and
complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in reliance thereon; 


  

	3.4	 the Security Trustee shall not be liable for any action taken by it in good faith and reasonably believed by it
to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; and 


  

	3.5	 in furtherance of any trust created hereby, the other Finance Parties shall provide the Security Trustee with
all such further documents as the Security Trustee may reasonably request from time to time, in order to give effect to the trust created hereby. 


  

	4.	 Application of Debt Service and Other Payment 



To the extent received and subject to Clause 5 (Funds May Be Held by Security Trustee) of this Schedule V, the Security Trustee
covenants and agrees to apply all payments received by it under this Agreement and the other Operative Documents when and as the same shall be received in the order of priorities specified in Clause 5.4 (Distribution of Funds Received) of
this Agreement. 

  

					
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	5.	 Funds May Be Held by Security Trustee 



Any monies, proceeds from any Collateral, until at any time paid to or property held by the Security Trustee as part of the Collateral, paid
out by the Security Trustee as herein provided, shall be held by the Security Trustee on deposit in an Eligible Account, and the Security Trustee shall (unless an Event of Default shall have occurred and be continuing) account to the Borrower for
interest upon any such monies so held or shall invest such monies in Cash Equivalents. 
  

	6.	 Security Trustee Not Liable for Delivery Delays or Defects in the Aircraft or Title or any Operative
Document; May Perform Duties by Other Finance Parties; Reimbursement of Expenses; Holding of the Operative Documents; Monies Held in Trust 


  

	6.1	 Except as otherwise provided in Clause 2 (Duties and Responsibilities of the Security Trustee) of this
Schedule V above, the Security Trustee shall not be liable to any Person for any delay in the delivery of the Aircraft, or for any default on the part of Airbus or the Borrower, or for any defect in the Aircraft or in the title thereto or any
Operative Document, nor shall anything herein be construed as a warranty on the part of the Security Trustee in respect thereof or as a representation on the part of the Security Trustee in respect of the value thereof, or in respect of the title
thereto or adequacy thereof, except to the extent provided in sub-clause 6.2 of this Schedule V. 


  

	6.2	 Except as otherwise provided in Clause 2 of this Schedule V (Duties and Responsibilities of the Security
Trustee) above, the Security Trustee may perform its powers and duties hereunder by or through such attorneys, agents and servants as it shall appoint, and shall be answerable for only its own acts, gross negligence, willful misconduct (or mere
negligence in the handling of money), and not for the default or misconduct of any attorney, agent or servant appointed by it with due care. The Security Trustee shall not be responsible in any way for the recitals herein contained or for the
execution or validity of this Agreement or any other Operative Document. 


  

	6.3	 Subject to any limitations set forth in a Fee Letter, the Security Trustee shall be entitled to receive payment
of its reasonable expenses and disbursements hereunder (except expenses and disbursements incurred pursuant to sub-clause 8.1 of this Schedule V but including its expenses and disbursements in connection with
the enforcement of its rights as Security Trustee for the relevant Collateral, in enforcing remedies hereunder, under the Agreement or under the other Operative Documents, or in collecting upon, maintaining, refurbishing or preparing for sale any
portion of the Collateral) and to receive compensation for all services rendered by it in performing its duties in accordance with the terms of this Agreement. All such fees, expenses and disbursements shall be paid by the Borrower (unless paid by a
Guarantor) in accordance with the relevant Fee Letter. 


  

	6.4	 Any monies or proceeds from any Collateral at any time held by the Security Trustee hereunder or any other
Operative Document shall, until paid out by the Security Trustee as herein provided, be held by it in trust as herein provided for the benefit of the Finance Parties. 



  

					
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	7.	 Successor Security Trustee 



 

	7.1	 Persons Eligible for Appointment as Security Trustee 



There shall at all times be a Security Trustee hereunder, which shall be a banking institution, trust company or corporation having a combined
capital and surplus of at least [***], and in the case of a corporation, which is authorized under Applicable Law to exercise corporate trust powers and is subject to supervision or examination by federal or state banking authority. If any such
corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Clause 7.1, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Security Trustee shall cease to be eligible in accordance with the provisions of this Clause 7.1, the
Security Trustee shall resign immediately in the manner and with the effect specified in Clause 8 (Resignation and Removal; Appointment of Successor Security Trustee) of this Schedule V below. 

 

	8.	 Resignation and Removal; Appointment of Successor Security Trustee 



 

	8.1	 The Security Trustee may at any time resign by giving written notice of resignation to the Facility Agent, with
a copy to the Borrower and the Facility Agent shall promptly notify the Lenders thereof. Upon receipt by the Lenders of such written notice of resignation, the Lenders shall promptly appoint a successor agent, by written instrument, which successor
shall be reasonably acceptable to the Borrower so long as no Event of Default shall have occurred and be continuing, in which case, one copy of which instrument shall be delivered to the Security Trustee so resigning, one copy to the successor agent
and one copy to each of the Finance Parties. If no successor agent shall have been so appointed and have accepted appointment within [***] after the giving of such notice of resignation, the resigning agent may petition any court of competent
jurisdiction for the appointment of a successor agent, or the Finance Parties may petition any such court for the appointment of a successor agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a
successor agent reasonably acceptable to Facility Agent. 


  

	8.2	 With the consent of the Borrower (such consent not to be unreasonably withheld or delayed), the Majority
Lenders may, by notice to the Security Trustee, require it to resign in accordance with Clause 8.1 of this Schedule V. In this event, the Security Trustee shall resign in accordance with Clause 8.1 of this Schedule V. 



 

	8.3	 Any resignation or removal of the Security Trustee and appointment of a successor trustee pursuant to any of
the provisions of this Clause 8 shall become effective upon acceptance of appointment by the successor trustee as provided in Clause 9 of this Schedule V (Acceptance of Appointment by Successor Security Trustee) below. 



  

					
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	9.	 Acceptance of Appointment by Successor Security Trustee 



Any successor trustee appointed as provided in Clause 8 of this Schedule V (Resignation and Removal; Appointment of Successor Security
Trustee) above shall execute, acknowledge and deliver to the relevant beneficiaries, and to its predecessor agent an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall
become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the title, rights, powers, duties and obligations of its predecessor hereunder and under the Operative Documents to which its
predecessor was a party, with like effect as if originally named as the “Security Trustee” herein and therein, and every provision hereof or thereof applicable to the retiring trustee shall apply to such successor trustee with like effect
as if such successor trustee had been originally named herein and therein in the place and instead of the Security Trustee; but nevertheless, on the written request of a Finance Party, or of the successor trustee, upon payment of its charges then
unpaid, the trustee ceasing to act shall transfer and deliver to such successor all monies, if any, the Aircraft, the Collateral, the Operative Documents and other property held by the trustee so ceasing to act, shall execute and deliver an
instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act, and shall execute and deliver such instruments of transfer as may be reasonably requested by such successor trustee or required by any
Applicable Law. Upon request of any such successor trustee, the relevant beneficiary shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers and
recognizing the transfer of title as aforesaid, and shall do and perform any and all acts necessary to establish and maintain the title and rights of the successor trustee in and to the Aircraft, the Collateral, the Operative Documents and other
property in the Collateral. Any trustee ceasing to act shall, nevertheless, retain a Security Interest upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Clause 6 of this
Schedule V (Security Trustee Not Liable for Delivery Delays or Defects in the Aircraft or Title or any Operative Document; May Perform Duties by other Finance Parties; Reimbursement of Expenses; Holding of the Operative Documents; Monies held in
Trust). No successor trustee shall accept appointment as provided in this Clause 9 of this Schedule V (Acceptance of Appointment by Successor Security Trustee) unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Clause 7.1 of this Schedule V (Persons Eligible for Appointment as Security Trustee). Upon acceptance of appointment by a successor trustee as provided in this Clause 9 of this Schedule V such successor trustee shall
mail notice of the succession of such trustee hereunder to the Finance Parties. 
  

	10.	 Merger or Consolidation of Security Trustee 



Any corporation into which the Security Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting
from any merger or conversion or consolidation to which the Security Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Security Trustee, shall be the successor of the Security Trustee hereunder, provided
such corporation shall be eligible under the provisions of Clause 7.1 of this Schedule V (Persons Eligible for Appointment as Security Trustee), without the execution or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding. 

  

					
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	11.	 Appointment of Additional and Separate Security Trustees 



If at any time or times the Security Trustee shall deem it necessary or prudent in order to conform to any law of any jurisdiction in which the
Aircraft, the Collateral or any Operative Document shall be situated or in which any of the same is expected to be enforced, or the Security Trustee shall be advised by counsel that it is so necessary or prudent in the interest of the beneficiaries
or the beneficiaries shall in writing so request the Security Trustee, the Security Trustee shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute another bank or trust
company or one or more persons approved by the Security Trustee, the Facility Agent and, while no Default is continuing, the Borrower (such consent not to be unreasonably withheld or delayed) which is a reputable financial institution either to act
as additional trustee or trustees of the Aircraft, the Collateral or the Operative Documents, jointly with the Security Trustee originally named herein or any successor or successors, or to act as separate agent or agents of the
Aircraft, the Collateral or the Operative Documents, in any such case with such powers as may be provided in such supplemental agreement, and to vest in such bank, trust company or Person as such additional agent or separate agent, as the case may
be, any property, title, right or power of the Security Trustee deemed necessary or advisable, subject to the remaining provisions of this sub-clause. The Security Trustee may execute, deliver and perform any
deed, conveyance, assignment or other instrument in writing as may be required by any additional agent or separate agent for more fully and certainly vesting in and confirming to it or him any property, title, right or powers which by the terms of
such supplemental agreement are expressed to be conveyed or conferred to or upon such additional agent or separate agent. Every additional agent and separate agent hereunder shall, to the extent permitted by law, be appointed and act as and be such,
and the Security Trustee and its successors as the Security Trustee shall act as and be such, subject to the following provisions and conditions: 
  

	11.1	 all powers, duties, obligations and rights conferred upon the Security Trustee in respect of the receipt,
custody and payment of monies shall be exercised solely by the Security Trustee or its successor as Security Trustee; 


  

	11.2	 all other rights, powers, duties and obligations conferred or imposed upon the Security Trustee shall be
conferred or imposed upon and exercised or performed by the Security Trustee or its successor as Security Trustee and such additional agent or agents and separate agent or agents jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed the Security Trustee or its successor as Security Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Aircraft in any such jurisdiction) shall be exercised and performed by such additional agent or agents or separate agent or agents; 



 

	11.3	 no power hereby given to, or which it is hereby provided may be exercised by, any such additional agent or
separate agent shall be exercised hereunder by such additional agent or separate agent except jointly with, or with the consent of, the Security Trustee or its successor as Security Trustee, anything herein contained to the contrary notwithstanding;
and 



  

					
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	11.4	 no agent hereunder shall be personally liable by reason of any act or omission of any other agent hereunder.



 If at any time the Security Trustee shall deem it no longer necessary or prudent in order to conform to any such law or
shall be advised by such counsel that it is no longer so necessary or prudent in the interest of the Finance Parties then the Facility Agent shall in writing so request the Security Trustee, and the Security Trustee shall execute and deliver all
instruments and agreements necessary or proper to remove any additional agent or separate agent. Any additional agent or separate agent may at any time by an instrument in writing constitute the Security Trustee his agent or attorney-in-fact, with full power and authority, to the extent which may be authorized by law, to do all acts and things and exercise all discretion which he is authorized or
permitted to do or exercise, for and in his behalf and in his name. In case any such additional agent or separate agent shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and
obligations of such additional agent or separate agent, as the case may be, so far as permitted by law, shall vest in and be exercised by the Security Trustee, without the appointment of a new successor to such additional agent or separate agent,
unless and until a successor is appointed in the manner hereinbefore provided. Any request, approval or consent in writing by the Security Trustee to any additional agent or separate agent shall be sufficient warrant to such additional agent or
separate agent, as the case may be, to take such action as may be so requested, approved or consented to. Each additional agent and separate agent appointed pursuant to this Clause 11 (Appointment of Additional and Separate Security Trustees)
shall be subject to, and shall have the benefit of, Clause 2 of this Schedule V (Duties and Responsibilities of the Security Trustee to the Finance Parties) and Clause 3 of this Schedule V (Certain Rights of the Security Trustee). 

 

	12.	 Dealing with Parties 



The Security Trustee may accept deposits from, lend money to and generally engage in any kind of banking activities or other business with any
party to the Operative Documents and any Affiliate of such party. 

  

					
		 	- 17 -	  	
		 		  	
		 	














 SCHEDULE VI 

BFE 
 [***] 

  

					
		 	- 18 -	  	
		 		  	
		 	














 EXHIBIT A 

FUNDING NOTICE 

____________, 20__ 
 Citibank, N.A., Facility
Agent 
  

	 	Re:	 Predelivery Deposit Payment Financing for Vertical Horizons, Ltd. 



Ladies and Gentlemen: 
 Reference is hereby made to that certain
Sixth Amended and Restated Credit Agreement dated as of December 22, 2020 (the “Credit Agreement”; capitalized terms used herein without definition shall have the definitions specified in the Credit Agreement) entered into
among Vertical Horizons, Ltd., as borrower (the “Borrower”), the institutions listed on Schedule I thereto, as lenders (the “Lenders”), Bank of Utah, not in its individual capacity but solely as Security
Trustee, and Citibank, N.A., as facility agent. 
  

	1.	 Pursuant to Clause 2.3(a) of the Credit Agreement, Borrower hereby requests a [Loan/Line of Credit Borrowing]
in accordance with the following parameters: 


  

	 	(1)	 [In the case of a Loan, Aircraft Number: ____ [_______] 



 

	 	(2)	 Initial Borrowing/Borrowing Date: ______________ 



 

	 	(3)	 [Loan/Line of Credit Borrowing]: $_________ 



 

	 	(4)	 [In the case of a Loan, Equity Contribution: $_________] 



 

	2.	 [The Borrower confirms that all Equity Contributions for the Aircraft the subject of this Loan have been made
or will be made by the Borrowing Date.] 


  

	3.	 Please distribute the proceeds of the [Loan/Line of Credit Borrowing] as follows: [Insert payment instructions]



  

	4.	 Borrower hereby confirms that the representations and warranties of the Borrower in clause 7 of the Credit
Agreement are true and accurate on the date hereof as though made on the date hereof except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties were true and
accurate on and as of such earlier date). 



  

					
		 	- 19 -	  	
		 		  	
		 	















	5.	 In consideration of the Lenders making their funds available on the Borrowing Date specified in this Funding
Notice, in the event that the [Loan/Line of Credit Borrowing] does not take place on the Borrowing Date specified in this Funding Notice or in the event the [Loan/Line of Credit Borrowing] takes place on any Delayed Borrowing Date, the Borrower
shall compensate the Lenders for their net loss on such funds, including any Break Amounts, by paying the Lenders interest on the aggregate amount thereof (calculated on the basis of a 360-day year and actual
days elapsed) at a rate equal to the Lenders’ cost of funds plus the Applicable Margin for the period from and including the Borrowing Date specified in this Funding Notice to but excluding the earlier of (x) the Business Day on which the
Borrowing Date shall actually occur, (y) the Business Day on which the Borrower shall notify the Lenders that the Borrowing will not occur prior to the Delayed Borrowing Date (if such notice is given prior to [***] or if later, until the
Business Day subsequent to such notice date), or (z) the Delayed Borrowing Date. 


 For the purposes of the first Loan under this
Funding Notice, the Credit Agreement shall be treated as executed and delivered even if it is yet to be executed and delivered. By signing below the Borrower indemnifies the Lenders against any loss they may incur in respect of the first Loan under
this Funding Notice 
 The terms and provisions of this Funding Notice shall be binding upon and inure to the benefit of the Lenders and the Borrower and
their successors and assigns. 
 THIS FUNDING NOTICE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

 

	
	Very truly yours,
	
	VERTICAL HORIZONS, LTD.
	
	By:                                     
                                         
                  
	Name:
	Title:



  

					
		 	- 20 -	  	
		 		  	
		 	














 EXHIBIT B 

LOAN ASSIGNMENT AGREEMENT 
 LOAN
ASSIGNMENT AGREEMENT dated as of __________, ____ between _______________________________ (the “Assignee”) and _____________________________ (the “Assignor”) [_____________ (the “Borrower”) and,
________________ (the “Guarantors”)]. 
 RECITALS 

WHEREAS, the Assignor is the holder of the Loan Certificate No. ____ dated as of ____________, ____ (the “Assignor’s
Loan Certificate”) issued under the Sixth Amended and Restated Credit Agreement, dated as of December 22, 2020 (the “Credit Agreement”) among Vertical Horizons, Ltd. (“Borrower”), the Lenders party
thereto, Bank of Utah, not in its individual capacity but solely as Security Trustee, and Citibank N.A, as Facility Agent (the “Facility Agent”); 

WHEREAS, the Assignor proposes to assign to the Assignee $____________ of the $_____________ Assignor’s Loan Certificate and a pro
rata portion of all of the rights and obligations of the Assignor under the Credit Agreement and the other Operative Documents (as defined below) in respect thereof, on the terms and subject to the conditions specified herein, and the Assignee
proposes to accept the assignment of such rights and obligations from the Assignor on such terms and subject to such conditions; 

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as
follows: 
  

	1.	 Definitions 



Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined. 

 

	2.	 Assignment 


  

	 	(a)	 On ____________, ____ (the “Effective Date”), and on the terms and subject to the conditions
specified herein, the Assignor will sell, assign and transfer to the Assignee, without recourse to or representation, express or implied, by the Assignor (except as expressly specified in Paragraph 5 hereof), a $___________ portion of the
Assignor’s Loan Certificate and a pro rata portion of the rights and obligations of the Assignor under the Credit Agreement and the other Operative Documents in respect thereof (but not with respect to any indemnity or other claim, interest
thereon at the Past Due Rate and breakage amounts, if any, accrued and unpaid as of the Effective Date or thereafter payable to the Assignor in respect of the period prior to the Effective Date), and the Assignee shall accept such assignment from
the Assignor and assume all of the obligations of the Assignor accruing from and after the Effective Date under the Credit Agreement and the other Operative Documents relating to the Assignor’s Loan Certificate on such terms and subject to such
conditions. 



  

					
		 	- 21 -	  	
		 		  	
		 	















	 	(b)	 Upon the satisfaction of the conditions specified in Paragraph 4, (A) the Assignee shall, on the Effective
Date, succeed to the rights and be obligated to perform the obligations of a Lender under the Credit Agreement and the other Operative Documents, and (B) the Assignor shall be released from its obligations under the Credit Agreement and the
other Operative Documents accrued from and after the Effective Date, in each case to the extent such obligations have been assumed by the Assignee. 


  

	3.	 Payments 



As consideration for the sale, assignment and transfer contemplated in Paragraph 2 hereof, the Assignee shall pay to the Assignor, on the
Effective Date, in lawful currency of the United States and in immediately available funds, to the account specified below its signature on the signature pages hereof, an amount equal to $_______________. 

 

	4.	 Conditions 



This Assignment Agreement shall be effective upon the due execution and delivery of this Assignment Agreement by the Assignor and the Assignee
and the effectiveness of the assignment contemplated by Paragraph 2 hereof is subject to: 
  

	 	(a)	 the receipt by the Assignor of the payment provided for in Paragraph 3; 



 

	 	(b)	 the delivery to the Facility Agent of the Assignor’s Loan Certificate, duly endorsed for [partial]
transfer to the Assignee, together with a request in the form attached hereto as Exhibit A that a new Loan Certificate be issued to the Assignee and Assignor; and 



 

	 	(c)	 the notification by the Assignee to the Borrower of its identity and of the country of which the Assignee is a
resident for tax purposes. 


  

	5.	 Representations and Warranties of the Assignor 



The Assignor represents and warrants as follows: 
  

	 	(a)	 the Assignor has full power and authority, and has taken all action necessary to execute and deliver this
Assignment Agreement and any other documents required or permitted to be executed or delivered by it in connection with this Assignment Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this
Assignment Agreement, and no governmental authorizations or other authorizations are required in connection therewith; 


  

	 	(b)	 the Assignor’s interest in the Assignor’s Loan Certificate is free and clear of any and all Liens
created by or through the Assignor; 



  

					
		 	- 22 -	  	
		 		  	
		 	















	 	(c)	 this Assignment Agreement constitutes the legal, valid and binding obligation of the Assignor, enforceable
against the Assignor in accordance with its terms; and 


  

	 	(d)	 the Assignor has received no written notice of any Default having occurred and continuing on the date of
execution hereof. 


  

	6.	 Representations and Warranties of the Assignee 



The Assignee hereby represents and warrants to the Assignor and Borrower that: 

 

	 	(a)	 the Assignee has full power and authority, and has taken all action necessary to execute and deliver this
Assignment Agreement and any and all other documents required or permitted to be executed or delivered by it in connection with this Assignment Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this
Assignment Agreement, and no governmental authorizations or other authorizations are required in connection therewith; 


  

	 	(b)	 this Assignment Agreement constitutes the legal, valid and binding obligation of the Assignee, enforceable
against the Assignee in accordance with its terms; and 


  

	 	(c)	 the Assignee has fully reviewed the terms of the Operative Documents and has independently and without reliance
upon the Assignor and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Assignment Agreement. 



 

	7.	 Further Assurances 



The Assignor and the Assignee hereby agree to execute and deliver such other instruments, and take such other action, as either party may
reasonably request in connection with the transactions contemplated by this Assignment Agreement. 
  

	8.	 Governing Law 



THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

 

	9.	 Notices 



All communications between the parties or notices in connection herewith shall be in writing, hand-delivered or sent by ordinary mail or
facsimile, addressed as specified on the signature pages hereof. All such communications and notices shall be effective upon receipt. 
  

	10.	 Binding Effect 



This Assignment Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


  

					
		 	- 23 -	  	
		 		  	
		 	















	11.	 Integration of Terms 



This Assignment Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral
statements and other writings with respect to the subject matter hereof. 
  

	12.	 Counterparts 



This Assignment Agreement may be executed in one or more counterparts, each of which shall be an original but all of which, taken together,
shall constitute one and the same instrument. 

  

					
		 	- 24 -	  	
		 		  	
		 	














 IN WITNESS WHEREOF, the parties have caused this Assignment Agreement to be executed and delivered by
their duly authorized officers as of the date first above written. 
  

	
	[ASSIGNEE]
	
	By:                                     
                                         
                  
	Name:
	Title:
	
	Address for Notices:
	
	Wire Instructions:
	
	[ASSIGNOR]
	
	By:                                     
                                         
                  
	Name:
	Title:
	
	Address for Notices:
	
	Wire Instructions:
	
	[BORROWER]
	
	By:                                     
                                         
                  
	Name:
	Title:]



  

					
		 	- 25 -	  	
		 		  	
		 	














 
	
	[GUARANTOR]
	
	By:                                     
                                         
                  
	Name:
	Title:]



  

					
		 	- 26 -	  	
		 		  	
		 	














 EXHIBIT C 

FORM OF STEP-IN AGREEMENT 

  

					
		 	- 27 -	  	
		 		  	
		 	














 EXHIBIT D-1 

FORM OF CFM ENGINE AGREEMENT A320NEO 

  

					
		 	- 28 -	  	
		 		  	
		 	














 EXHIBIT D-2 

FORM OF IAE ENGINE AGREEMENT A321 NEO 

  

					
		 	- 29 -	  	
		 		  	
		 	














 EXHIBIT E 

FORM OF LOAN CERTIFICATE 

VERTICAL HORIZONS, LTD. 

LOAN CERTIFICATE 
  

			
	No.	  	New York, New York
		
	Up to $	  	[Effective Date]

 Vertical Horizons, Ltd. (the “Borrower”) hereby promises to pay to Citibank, N.A. (the
“Lender”), or registered transferees, the principal sum of _________________________ ($__________), or, if less, the aggregate unpaid principal amount of all Loans and Line of Credit Borrowings made by Lender to Borrower pursuant to
that certain Sixth Amended and Restated Credit Agreement dated as of December 22, 2020 (the “Credit Agreement”) among the Borrower, Bank of Utah, not in it individual capacity but solely as security trustee as Security Trustee,
and Citibank, N.A., as Facility Agent (the “Facility Agent”) and certain lenders named therein, payable in full on the final Termination Date, together with interest on the unpaid principal amount hereof from time to time
outstanding from and including the Original Signing Date until such principal amount is paid in full. The applicable interest rate for the Loans and Line of Credit Borrowings evidenced by this note can vary in accordance with the definition of
“Applicable Rate” in the Credit Agreement. Interest shall accrue with respect to each Interest Period at the Applicable Rate in effect for such Interest Period and shall be payable in arrears on each Interest Payment Date and on the date
this Loan Certificate is paid in full. This Loan Certificate shall bear interest at the Past Due Rate on any principal hereof, and, to the extent permitted by Applicable Law, interest and other amounts due hereunder, not paid when due (whether at
stated maturity, by acceleration or otherwise), for any period during which the same shall be overdue, payable on demand by the Lender. 
 Interest shall be
payable with respect to the first but not the last day of each Interest Period and shall be payable from (and including) the date of a Loan or Line of Credit Borrowing or the immediately preceding Interest Payment Date, as the case may be, to (and
excluding) the next succeeding Interest Payment Date. Interest shall be calculated on the basis of a year of 360 days and actual number of days elapsed. If any sum payable hereunder falls due on a day which is not a Business Day, then such sum
shall be payable on the next succeeding Business Day. 
 Borrower hereby acknowledges and agrees that this note is one of the Loan Certificates referred to
in, evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement including, without limitation, the repayment in full of the Loans made in respect of an Aircraft upon the Delivery Date of such Aircraft
the Line of Credit Borrowing in accordance with Sections 5.2(d) and 5.9(a) of the Credit Agreement. The Credit Agreement, to which reference is hereby explicitly made, sets forth said terms and provisions, including those under which this Loan
Certificate may or must be paid prior to its due date or may have its due date accelerated. 

  

					
		 	- 30 -	  	
		 		  	
		 	














 All payments of principal, Break Amount, if any, and interest and other amounts to be made to the Lender or
under the Credit Agreement and that certain Sixth Amended and Restated Mortgage and Security Agreement dated as of December 22, 2020 (as amended or supplemented from time to time, the “Mortgage”) among the Borrower, the
Facility Agent and the Security Trustee, shall be made in accordance with the terms of the Credit Agreement and the Mortgage. 
 Principal and interest and
other amounts due hereon shall be payable in Dollars in immediately available funds prior to [***], on the due date thereof, to the Facility Agent and the Facility Agent shall, subject to the terms and conditions of the Credit Agreement and the
Mortgage, remit all such amounts so received by it to the Lender in accordance with the terms of the Credit Agreement and the Mortgage at such account or accounts at such financial institution or institutions situated in New York as the Lender
hereof shall have designated to the Facility Agent in writing, in immediately available funds. In the event the Facility Agent shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the
place and prior to the time specified above, the Facility Agent agrees to compensate the Lender hereof for loss of use of funds in a commercially reasonable manner. All such payments by the Borrower and the Facility Agent shall be made free and
clear of and without reduction for or on account of all wire or other like charges. 
 The Lender, by its acceptance of this Loan Certificate, agrees to be
bound by all provisions of the Operative Documents applicable to Lenders and that, except as otherwise expressly provided in the Credit Agreement or the Mortgage, each payment received by the Facility Agent in respect hereof shall be applied,
first to the payment of interest hereon (as well as any interest on overdue principal and, to the extent permitted by law, interest and other amounts payable hereunder or under the Operative Documents) due and payable hereunder,
second, to the payment in full of the outstanding principal of this Loan Certificate then due, and third, in the manner specified in clause “third” of Clause 5.4(c) of the Credit Agreement; provided that following an Event of
Default, all amounts actually received by the Security Trustee in respect of this Loan Certificate shall be applied in accordance with Clause 5.4(e) of the Credit Agreement. 

This Loan Certificate is one of the Loan Certificates referred to in, and issued pursuant to, the Credit Agreement and the Mortgage. The Collateral is held by
the Security Trustee as security, in part, for the Loan Certificates. Reference is hereby made to the Credit Agreement and the Mortgage for a statement of the rights and obligations of the Lender, and the nature and extent of the security for this
Loan Certificate and of the rights and obligations of the other Lenders, and the nature and extent of the security for the other Loan Certificates, as well as for a statement of the terms and conditions of the trusts created by the Mortgage, to all
of which terms and conditions in the Credit Agreement and the Mortgage each Lender agrees by its acceptance of this Loan Certificate. 
 There shall be
maintained a Certificate Register for the purpose of registering transfers and exchanges of Loan Certificates at the office of the Facility Agent specified in the Credit Agreement or at the office of any successor Facility agent in the manner
provided in clause 5.6 of the Credit Agreement. As provided in the Credit Agreement and the Mortgage and subject to certain limitations specified therein, this Loan Certificate or any interest herein may, subject to the next following
paragraph, be assigned or transferred, and the Loan Certificates are exchangeable for a like aggregate original principal amount of Loan Certificates of any authorized denomination, as requested by the Lender surrendering the same. 

  

					
		 	- 31 -	  	
		 		  	
		 	














 Prior to the due presentment for registration or transfer of this Loan Certificate, the Borrower and the
Facility Agent shall deem and treat the person in whose name this Loan Certificate is registered on the Certificate Register as the absolute owner of this Loan Certificate and the Lender for the purpose of receiving payment of all amounts payable
with respect to this Loan Certificate and for all other purposes whether or not this Loan Certificate is overdue, and neither the Borrower nor the Facility Agent shall be affected by notice to the contrary. 

This Loan Certificate is subject to prepayment as permitted by clauses 5.9 and 5.10 of the Credit Agreement and to acceleration by the Facility Agent as
provided in clause 5 of the Mortgage, and the Lender, by its acceptance of this Loan Certificate, agrees to be bound by said provisions. 
 Terms defined in
the Credit Agreement and in the Mortgage have the same meaning when used in this Loan Certificate. 
 THIS LOAN CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

  

					
		 	- 32 -	  	
		 		  	
		 	














 IN WITNESS WHEREOF, the Borrower has caused this Loan Certificate to be executed in its corporate
name by its officer thereunto duly authorized, as of the date hereof. 
  

	
	VERTICAL HORIZONS, LTD.
	
	By:                                     
                                         
                  
	Name:
	Title:



  

					
		 	- 33 -	  	
		 		  	
		 	














 EXECUTION VERSION 

ANNEX A 
 Definitions

 For all purposes of the Credit Agreement and the Mortgage and Security Agreement the following terms shall have the following meanings (such
definitions to be equally applicable to both the singular and plural forms of the terms defined). Any agreement referred to below shall mean such agreement as amended, supplemented and modified from time to time in accordance with the applicable
provisions thereof and of the other Operative Documents. Unless otherwise specified, Clause references are to Clauses of the Credit Agreement or the Mortgage. 

“A320neo Aircraft” means any or all, as the context may require, of Aircraft 77, Aircraft 79, Aircraft 82, Aircraft 83, Aircraft 84, Aircraft
85, Aircraft 86, Aircraft 87, Aircraft 88, Aircraft 89, Aircraft 90, Aircraft 91, Aircraft 92, Aircraft 93, Aircraft 94, Aircraft 95, Aircraft 96, Aircraft 97, Aircraft 98, Aircraft 99, Aircraft 100 and Aircraft 101, but only so long as there is an
Advance (or any other amount) or a Commitment outstanding in respect of such Aircraft. 
 “A321neo Aircraft” means Aircraft
102, Aircraft 103, Aircraft 104, Aircraft 108, Aircraft 109, Aircraft 112, Aircraft 113, Aircraft 114, Aircraft 115, Aircraft 116, Aircraft 117, Aircraft 118, Aircraft 119, Aircraft 120, Aircraft 121, Aircraft 122, Aircraft 123, Aircraft 124,
Aircraft 127, Aircraft 128, Aircraft 130, Aircraft 131, Aircraft 133 and Aircraft 134, but only so long as there is an Advance (or any other amount or a Commitment outstanding in respect of such Aircraft. 

“A321neo Engine Purchase Agreement” means the PW1100G-JM
Engine Purchase and Support Agreement by and between Frontier Airlines and the Engine Manufacturer for the A321neo Aircraft. 
 “Accounts”
means any bank accounts, deposit accounts or other accounts in the name of the Borrower. 
 “Additional Aircraft” means any
or all, as the context may require, of Aircraft 119, Aircraft 120, Aircraft 121, Aircraft 127, Aircraft 128, Aircraft 130, Aircraft 131, Aircraft 133 and Aircraft 134, but only so long as there is an Advance (or any other amount) or a Commitment
outstanding in respect of such Aircraft. 
 “Additional Commitments” has the meaning specified in Clause 19.3(c)(ii) of the Credit
Agreement. 
 “Additional Lender” has the meaning specified in Clause 19.3(c)(ii) of the Credit Agreement. 

“Additional Lender Effective Date” has the meaning specified in Clause 19.3(c)(ii) of the Credit
Agreement. 
 “Administration Agreement” means the administration agreement between the Borrower and the Agent dated as of
December 18, 2014, together with the administrator fee letter dated as of December 18, 2014, to which, inter alia, Frontier Airlines is a party. 

  

					
		  	- 1 -	  	














 “Advance” means each Purchase Price Installment paid or payable by or on behalf of the
Borrower in respect of each Aircraft in accordance with the terms of the Assigned Purchase Agreement which, for each Purchase Price Installment due on or after the Original Signing Date, is in the amount and payable on the date specified in Schedule
III to the Credit Agreement. 
 “Affiliate” means, with respect to any Person, any other Person which directly or indirectly controls, is
controlled by, or under common control with, such Person. The term “control” means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. 
 “After-Tax Basis” means on a basis
that any payment to be received or receivable by any Person (the “original payment”) is supplemented by a further payment or payments to such Person so that the sum of all such payments (including the original
payment), after deducting the net amount of all Taxes payable by such Person or any of its Affiliates under any law or required by Governmental Entity as a result of the receipt or accrual of such payments (after reduction by the amount of current
Taxes saved by such Person as a result of the event or item for which such payments are being made to such Person), is equal to the original payment due to such Person. 

“Agents” means collectively the “Security Trustee” and the “Facility Agent” (each an
“Agent”). 
 “Airbus” means Airbus S.A.S., in its capacity as manufacturer of the Aircraft, and its successors and
assigns. 
 “Airbus Purchase Agreement” means, with respect to each Aircraft, the A320neo aircraft purchase agreement dated as of
September 30, 2011 between Airbus and Frontier Airlines, as amended and supplemented from time to time (but excluding any letter agreements entered into from time to time in relation thereto), to the extent related to such Aircraft and as the
same may be further amended and supplemented from time to time. 
 “Aircraft” means any or all, as the context may require, of each
Existing Aircraft and each Additional Aircraft, but only so long as there is an Advance (or any other amount) or a Commitment outstanding in respect of such Aircraft. 

“Aircraft Pool” has the meaning given to it in Clause 10.20(a) of the Credit Agreement. 

“Aircraft 77” means the A320neo aircraft (Airframe 56) as more specifically described in Schedule III to the Credit Agreement on line
No. 77 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 79” means the A320neo aircraft (Airframe 58) as more specifically described in Schedule III to the Credit Agreement on line
No. 79 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 82” means the A320neo aircraft (Airframe 61) as more specifically described in Schedule III to the Credit Agreement on line
No. 82 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

  

					
		  	- 2 -	  	














 “Aircraft 83” means the A320neo aircraft (Airframe 62) as more specifically described in
Schedule III to the Credit Agreement on line No. 83 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical
Records. 
 “Aircraft 84” means the A320neo aircraft (Airframe 63) as more specifically described in Schedule III to the Credit Agreement
on line No. 84 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 85” means the A320neo aircraft (Airframe 64) as more specifically described in Schedule III to the Credit Agreement on line
No. 85 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 86” means the A320neo aircraft (Airframe 65) as more specifically described in Schedule III to the Credit Agreement on line
No. 86 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 87” means the A320neo aircraft (Airframe 66) as more specifically described in Schedule III to the Credit Agreement on line
No. 87 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 88” means the A320neo aircraft (Airframe 67) as more specifically described in Schedule III to the Credit Agreement on line
No. 88 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 89” means the A320neo aircraft (Airframe 68) as more specifically described in Schedule III to the Credit Agreement on line
No. 89 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 90” means the A320neo aircraft (Airframe 69) as more specifically described in Schedule III to the Credit Agreement on line
No. 90 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 91” means the A320neo aircraft (Airframe 70) as more specifically described in Schedule III to the Credit Agreement on line
No. 91 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

  

					
		  	- 3 -	  	














 “Aircraft 92” means the A320neo aircraft (Airframe 71) as more specifically described in
Schedule III to the Credit Agreement on line No. 92 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical
Records. 
 “Aircraft 93” means the A320neo aircraft (Airframe 72) as more specifically described in Schedule III to the Credit Agreement
on line No. 93 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 94” means the A320neo aircraft (Airframe 73) as more specifically described in Schedule III to the Credit Agreement on line
No. 94 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 95” means the A320neo aircraft (Airframe 74) as more specifically described in Schedule III to the Credit Agreement on line
No. 95 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 96” means the A320neo aircraft (Airframe 75) as more specifically described in Schedule III to the Credit Agreement on line
No. 96 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 97” means the A320neo aircraft (Airframe 76) as more specifically described in Schedule III to the Credit Agreement on line
No. 97 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 98” means the A320neo aircraft (Airframe 77) as more specifically described in Schedule III to the Credit Agreement on line
No. 98 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 99” means the A320neo aircraft (Airframe 78) as more specifically described in Schedule III to the Credit Agreement on line
No. 99 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 100” means the A320neo aircraft (Airframe 79) as more specifically described in Schedule III to the Credit Agreement on line
No. 100 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 101” means the A320neo aircraft (Airframe 80) as more specifically described in Schedule III to the Credit Agreement on line
No. 101 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

  

					
		  	- 4 -	  	














 “Aircraft 102” means the A321neo aircraft (Airframe 81) as more specifically described in
Schedule III to the Credit Agreement on line No. 102 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical
Records. 
 “Aircraft 103” means the A321neo aircraft (Airframe 82) as more specifically described in Schedule III to the Credit Agreement
on line No. 103 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 104” means the A321neo aircraft (Airframe 83) as more specifically described in Schedule III to the Credit Agreement on line
No. 104 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 108” means the A321neo aircraft (Airframe 87) as more specifically described in Schedule III to the Credit Agreement on line
No. 108 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 109” means the A321neo aircraft (Airframe 88) as more specifically described in Schedule III to the Credit Agreement on line
No. 109 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 112” means the A321neo aircraft (Airframe 91) as more specifically described in Schedule III to the Credit Agreement on line
No. 112 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 113” means the A321neo aircraft (Airframe 92) as more specifically described in Schedule III to the Credit Agreement on line
No. 113 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 114” means the A321neo aircraft (Airframe 93) as more specifically described in Schedule III to the Credit Agreement on line
No. 114 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 115” means the A321neo aircraft (Airframe 94) as more specifically described in Schedule III to the Credit Agreement on line
No. 115 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

  

					
		  	- 5 -	  	














 “Aircraft 116” means the A321neo aircraft (Airframe 95) as more specifically described in
Schedule III to the Credit Agreement on line No. 116 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical
Records. 
 “Aircraft 117” means the A321neo aircraft (Airframe 96) as more specifically described in Schedule III to the Credit Agreement
on line No. 117 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 118” means the A321neo aircraft (Airframe 97) as more specifically described in Schedule III to the Credit Agreement on line
No. 118 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 119” means the A321neo aircraft (Airframe 98) as more specifically described in Schedule III to the Credit Agreement on line
No. 119 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 120” means the A321neo aircraft (Airframe 99) as more specifically described in Schedule III to the Credit Agreement on line
No. 120 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 121” means the A321neo aircraft (Airframe 100) as more specifically described in Schedule III to the Credit Agreement on line
No. 121 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 122” means the A321neo aircraft (Airframe 101) as more specifically described in Schedule III to the Credit Agreement on line
No. 122 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 123” means the A321neo aircraft (Airframe 102) as more specifically described in Schedule III to the Credit Agreement on line
No. 123 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 124” means the A321neo aircraft (Airframe 103) as more specifically described in Schedule III to the Credit Agreement on line
No. 124 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 127” means the A321neo aircraft (Airframe 106) as more specifically described in Schedule III to the Credit Agreement on line
No. 127 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

  

					
		  	- 6 -	  	














 “Aircraft 128” means the A321neo aircraft (Airframe 107) as more specifically described in
Schedule III to the Credit Agreement on line No. 128 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical
Records. 
 “Aircraft 130” means the A321neo aircraft (Airframe 109) as more specifically described in Schedule III to the Credit Agreement
on line No. 130 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 131” means the A321neo aircraft (Airframe 110) as more specifically described in Schedule III to the Credit Agreement on line
No. 131 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 133” means the A321neo aircraft (Airframe 112) as more specifically described in Schedule III to the Credit Agreement on line
No. 133 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft 134” means the A321neo aircraft (Airframe 113) as more specifically described in Schedule III to the Credit Agreement on line
No. 134 of the table appearing in such schedule including (i) the relevant Airframe, (ii) the Engines attached thereto and where the context admits and (iii) the Manuals and Technical Records. 

“Aircraft Appraisal” means, with respect to an Aircraft, the appraised value of such Aircraft determined by the Facility Agent using
valuation information prepared by the Appraisers. 
 “Airframe” means each of thirty-three (33) A320neo aircraft and nineteen
(19) A321neo aircraft, as described in Schedule III of the Credit Agreement (excluding the Engines) together with any and all Parts incorporated in, installed on or attached to such airframes on the respective Delivery Date therefor. 

“Amendment No. 2 Signing Date” means January 14, 2016. 

“Annualized FCCR” has the meaning specified in Clause 10.20 of the Credit Agreement. 

“Applicable Law” means all applicable laws, treaties, judgments, decrees, injunctions, writs, conventions actions and orders of any
Governmental Entity and all applicable rules, guidelines, regulations, orders, directives, licenses and permits of any Governmental Entity and all applicable interpretations thereof. 

“Applicable Margin” means [***] per annum. 

  

					
		  	- 7 -	  	














 “Applicable Rate” means, for any Interest Period, (a) a rate per annum equal to LIBOR
for such Interest Period plus the Applicable Margin, (b) if a Market Disruption Event is continuing, the applicable Mismatch Interest Rate plus the Applicable Margin, or (c) if a LIBOR Replacement Event is continuing, the Replacement
Benchmark plus the Applicable Margin. 
 “Appraisers” means collectively, Ascend, Oriel and Morten, Beyer and Agnew or any such other
independent aircraft appraiser selected by the Facility Agent in its absolute discretion. 
 “AR Signing Date” has the meaning given to it
in the first whereas clause of the Credit Agreement. 
 “AR No. 2 Signing Date” has the meaning given to it in the first
whereas clause of the Credit Agreement. 
 “AR No. 3 Signing Date” has the meaning given to it in the first whereas
clause of the Credit Agreement. 
 “AR No. 4 Signing Date” has the meaning given to it in the first whereas clause of
the Credit Agreement. 
 “AR No. 5 Signing Date” has the meaning given to it in the first whereas clause of the Credit
Agreement. 
 “Assignable Price” means, in respect of an Aircraft, the “Purchase Price” (as such term is defined in the relevant
form of Assigned Airbus Purchase Agreement or Replacement Purchase Agreement, as applicable) of such Aircraft as may be increased from time pursuant to the escalation provisions set out in the Assigned Purchase Agreement and the related Engine
Agreement, plus the cost of the BFE in respect of such Aircraft and as may be decreased pursuant to any credit letter or memorandum issued by Airbus in favor of the Initial Lender. 

“Assigned Purchase Agreement” means the Airbus Purchase Agreement as assigned and transferred to the Borrower and amended and restated in the
terms set forth in Schedule 3 to the Assignment and Assumption Agreement. 
 “Assignment and Assumption Agreement” means the Amended and
Restated Assignment and Assumption Agreement dated as of March 19, 2020, as amended by the Amendment Agreement dated May 4, 2020, as further amended by the Assignment, Re-Assignment and Amendment
Agreement dated as of the Effective Date, and as further amended by the Amendment to Re- Assignment and Assumption Agreement, in each case entered into among Frontier Airlines, the Borrower and Airbus in
respect of the assignment, in part, of the Airbus Purchase Agreement to the Borrower in respect of the Aircraft. 
 “associated rights” is
defined in the Cape Town Convention. 
 “Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration. 
 “Base Value” means, with respect to an Aircraft, the lower of the mean and median of the
desktop value of such Aircraft made available by each of the Appraisers to reflect the market value of such Aircraft on the applicable LTV Test Date on the assumption that the Aircraft is delivered in the condition required pursuant to the Assigned
Purchase Agreement, and in full life condition, on the date that such Base Value is calculated. 

  

					
		  	- 8 -	  	














 “Basel II” means the “International Convergence of Capital Measurement and Capital
Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of the Credit Agreement (but excluding any amendment arising out of Basel III). 

“Basel III” means the agreements on capital requirements, leverage ratio and liquidity standards contained in “Basel III: A global
regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the
countercyclical capital buffer” published by the Basel Committee on Banking Supervision on December 16, 2010 in the form existing on the date of the Mortgage or any other applicable law or regulation implementing such paper (whether such
implementation, application or compliance is by a Governmental Entity, any Lender or holding company of a Lender). 
 “BFE Budget” means,
in respect of (a) the A320neo Aircraft, an amount equal to (i) [***] in respect of each such Aircraft delivered in 2021 and (ii) [***] in respect of each such Aircraft delivered in 2022, in each case made by the Borrower to Airbus in respect of
BFE and (b) in respect of the A321neo Aircraft, an amount equal to (i) [***] in respect of each such Aircraft delivered in 2022 and (ii) [***] in respect of each such Aircraft delivered in 2023, in each case made by the Borrower to Airbus in
respect of BFE. 
 “Borrower” means Vertical Horizons, Ltd., a Cayman Islands exempted company, and its successors and permitted assigns.

 “Borrowing Date” means (a) the Original Signing Date, (b) the AR Signing Date, (c) the Amendment No. 2 Signing Date,
(d) the AR No. 2 Signing Date, (e) the AR No. 3 Signing Date, (f) the AR No. 4 Signing Date, (g) the AR No.5 Signing Date, (h) the Initial Borrowing Date, (i) each date on which an Advance is payable in
respect of an Aircraft under the Assigned Purchase Agreement as specified in Schedule III to the Credit Agreement and (j) each date on which a Line of Credit is requested by the Borrower. 

“Break Amount” means (A) where the Applicable Rate is not based on LIBOR, the amount, if any, required to compensate each Lender for any
losses, costs or expenses (excluding loss of profit) which it may incur as the result of the prepayment or acceleration (or the failure to make any such prepayment on the date irrevocably scheduled therefor) of any Loan Certificate held by it on a
date other than the last day of the then current Interest Period therefor, including, without limitation, losses, costs or expenses incurred in connection with unwinding or liquidating any deposits or funding or financing arrangement with its
funding sources, as reasonably determined by such Lender and (B) where the Applicable Rate is based on LIBOR, an amount equal to the excess, if any, of (i) the amount of interest which otherwise would have accrued on the principal amount
so prepaid or accelerated to the last day of such Interest Period (the “Break Period”) at LIBOR therefor in excess of (ii) the interest component of the amount the affected Lender would have bid in the London interbank market
for Dollar deposits of leading banks in amounts comparable to such principal amount and with maturities comparable to the Break Period (as reasonably determined by such Lender). 

  

					
		  	- 9 -	  	














 “Business Day” means any day other than a Saturday or Sunday or a day on which commercial
banks are required or authorized to close in London England and New York City, provided that, if such day relates to the giving of notices or quotes in connection with LIBOR, Business Day shall mean a day on which commercial banks are required or
authorized to stay open in London England only. 
 “Buyer Furnished Equipment” or “BFE” means those items of equipment
which are identified in the specification of an Aircraft in the Assigned Purchase Agreement as being furnished by the “Buyer”. 

“Cape Town Convention” means the English language version of the Convention on International Interests in Mobile
Equipment (the “Convention”) and the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (the “Protocol”), both signed in Cape Town, South Africa on
November 16, 2001, together with any protocols, regulations, rules, orders, agreements, instruments, amendments, supplements, revisions or otherwise that have or will be subsequently made in connection with the Convention and/or the Protocol by
the “Supervisory Authority” (as defined in the Protocol), the “International Registry” or “Registrar” (as defined in the Convention) or an appropriate “registry authority” (as
defined in the Protocol) or any other international or national body or authority. 
 “Cash Equivalents” means the following
securities (which shall mature within [***] of the date of purchase thereof): (a) direct obligations of the U.S. Government; (b) obligations fully guaranteed by the U.S. Government; (c) certificates of deposit issued by, or bankers’
acceptances of, or time deposits or a deposit account with, the Facility Agent or any bank, trust company or national banking association incorporated or doing business under the laws of the United States or any state thereof having a combined
capital and surplus and retained earnings of at least [***] and having a rating of Aa or better by Moody’s or AA or better by Standard & Poor’s; (d) commercial paper of any issuer doing business under the laws of the United
States or one of the states thereof and in each case having a rating assigned to such commercial paper by Standard & Poor’s of at least A-1 or its equivalent or by Moody’s of at least P-1 or its equivalent; or (e) money market funds which are rated at least Aaa by Moody’s, at least AAAm or AAAm-G by Standard and Poor’s or at least AAA by
Fitch, Inc., including funds which meet such rating requirements for which the Facility Agent or an Affiliate of the Facility Agent serves as an investment advisor, administer, administrator, shareholder servicing agent and/or custodian or
subcustodian. 
 “Certificate Register” has the meaning specified in Clause 5.6 of the Credit Agreement. 

“CFM Engine Agreement A320neo” means the CFM Engine general terms agreement entered into between CFM International, Inc. and Frontier
Airlines for the A320neo Aircraft. 
 “Charged Property” has the meaning given to it in the Share Charge. “Code” means the
Internal Revenue Code of 1986, as amended. 

  

					
		  	- 10 -	  	














 “Collateral” means, collectively, (i) the Mortgage Collateral, (ii) the Charged
Property and (iii) the Slot Collateral. 
 “Commitment” has the meaning specified in Clause 2.1 of the Credit Agreement. 

“Commitment Fee” means [***] per annum of the outstanding unutilized Maximum Commitment of each Lender, as cancelled or reduced pursuant to
Clause 3.3 of the Credit Agreement. 
 “Commitment Termination Date” means the later of (i) December 31, 2023 and (ii) the
Extension Date in the most recent Extension Notice. 
 “Consolidated EBITDAR” means, with respect to Frontier Holdings and its consolidated
subsidiaries for any fiscal quarter of Frontier Holdings, the Consolidated Net Income of Frontier Holdings for such period plus, without duplication: 
  

	(1)	 an amount equal to any extraordinary loss plus any net loss realized by Frontier Holdings or any of its
subsidiaries in connection with any disposition of assets, to the extent such losses were deducted in computing such Consolidated Net Income; plus 


  

	(2)	 provision for taxes based on income or profits of Frontier Holdings and its consolidated subsidiaries, to the
extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus 


  

	(3)	 the Fixed Charges of Frontier Holdings and its consolidated subsidiaries, to the extent that such Fixed Charges
were deducted in computing such Consolidated Net Income; plus 


  

	(4)	 any foreign currency translation losses (including losses related to currency remeasurements of Financial
Indebtedness) of Frontier Holdings and its consolidated subsidiaries for such period, to the extent that such losses were deducted in computing such Consolidated Net Income; plus 



 

	(5)	 depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period) and other non cash charges and expenses (excluding any such non cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or
amortization of a prepaid cash charge or expense that was paid in a prior period) of Frontier Holdings and its consolidated subsidiaries to the extent that such depreciation, amortization and other non cash charges or expenses were deducted in
computing such Consolidated Net Income; plus 


  

	(6)	 the amortization of debt discount to the extent that such amortization was deducted in computing such
Consolidated Net Income; plus 


  

	(7)	 deductions for grants to any employee of Frontier Holdings and its consolidated subsidiaries of any equity
interests during such period to the extent deducted in computing such Consolidated Net Income; plus 



  

					
		  	- 11 -	  	















	(8)	 any net loss arising from the sale, exchange or other disposition of capital assets by Frontier Holdings and
its consolidated subsidiaries (including any fixed assets, whether tangible or intangible, all inventory sold in conjunction with the disposition of fixed assets and all securities) to the extent such loss was deducted in computing such Consolidated
Net Income; plus 


  

	(9)	 any losses arising under fuel hedging arrangements entered into prior to the Effective Date and any losses
actually realized under fuel hedging arrangements entered into after the Effective Date, in each case to the extent deducted in computing such Consolidated Net Income; plus 



 

	(10)	 proceeds from business interruption insurance for such period, to the extent not already included in computing
such Consolidated Net Income; plus 


  

	(11)	 any expenses and charges that are covered by indemnification or reimbursement provisions in connection with any
permitted acquisition, merger, disposition, incurrence of Financial Indebtedness, issuance of equity interests or any investment to the extent (a) actually indemnified or reimbursed and (b) deducted in computing such Consolidated Net
Income; plus 


  

	(12)	 non cash items, other than the accrual of revenue in the ordinary course of business, to the extent such amount
increased such Consolidated Net Income; minus 


  

	(13)	 the sum of (A) income tax credits and (B) interest income included in computing such Consolidated Net
Income; 


 in each case, determined on a consolidated basis in accordance with GAAP. 

“Consolidated Net Income” means, with respect to Frontier Holdings and its consolidated subsidiaries for any fiscal quarter of Frontier
Holdings, the aggregate of the net income (or loss) of Frontier Holdings and its consolidated subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP and without any reduction in respect of preferred stock
dividends; provided that: 
  

	(1)	 all (a) extraordinary, nonrecurring, special or unusual gains and losses or income or expenses, including,
without limitation, any expenses related to a facilities closing and any reconstruction, recommissioning or reconfiguration of fixed assets for alternate uses; any severance or relocation expenses; executive recruiting costs; restructuring or
reorganization costs (whether incurred before or after the effective date of any applicable reorganization plan); curtailments or modifications to pension and post retirement employee benefit plans; (b) any expenses (including, without
limitation, transaction costs, integration or transition costs, financial advisory fees, accounting fees, legal fees and other similar advisory and consulting fees and related out of pocket expenses), cost savings, costs or charges incurred in
connection with any issuance of securities, acquisitions, dispositions, recapitalizations or incurrences or repayments of Financial Indebtedness (in each case whether or not successful) and (c) gains and losses realized in connection with any
sale of assets (other than the gains realized with the sale of any aircraft and/or the sale of any engines), the disposition of securities, the early extinguishment of Financial Indebtedness or associated with Hedging Obligations, together with any
related provision for taxes on any such gain, will be excluded; 



  

					
		  	- 12 -	  	















	(2)	 the net income (but not loss) of any Person that is not Frontier Holdings or a consolidated subsidiary of
Frontier Holdings or that is accounted for by the equity method of accounting will be included for such period only to the extent of the amount of dividends or similar distributions paid in cash to Frontier Holdings or a consolidated subsidiary of
Frontier Holdings; 


  

	(3)	 the net income (but not loss) of any subsidiary will be excluded to the extent that the declaration or payment
of dividends or similar distributions by that subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that subsidiary or its stockholders; 



 

	(4)	 the cumulative effect of a change in accounting principles on Frontier Holdings and its consolidated
subsidiaries will be excluded; 


  

	(5)	 the effect of non cash gains and losses of Frontier Holdings and its consolidated subsidiaries resulting from
Hedging Obligations, including attributable to movement in the mark to market valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Statement No. 133 will be excluded; 



 

	(6)	 any non cash compensation expense recorded from grants by Frontier Holdings and its consolidated subsidiaries
of stock appreciation or similar rights, stock options or other rights to officers, directors or employees, will be excluded; 


  

	(7)	 the effect on Frontier Holdings and its consolidated subsidiaries of any non cash items resulting from any
write up, write down or write off of assets (including intangible assets, goodwill and deferred financing costs) in connection with any acquisition, disposition, merger, consolidation or similar transaction or any other non cash impairment charges
incurred subsequent to the Effective Date resulting from the application of Financial Accounting Standards Board Accounting Standards Codifications 205—Presentation of Financial Statements, 350—Intangibles—Goodwill and Other,
360—Property, Plant and Equipment and 805—Business Combinations (excluding any such non cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is
subsequently reversed), will be excluded; 


  

	(8)	 any provision for income tax reflected on Frontier Holdings’ financial statements for such period will be
excluded to the extent such provision exceeds the actual amount of taxes paid in cash during such period by Frontier Holdings and its consolidated subsidiaries; and 



 

	(9)	 any amortization of deferred charges resulting from the application of Financial Accounting Standards Board
Accounting Standards Codifications 470-20 Debt With Conversion and Other Options that may be settled in cash upon conversion (including partial cash settlement) will be excluded. 



  

					
		  	- 13 -	  	














 “Control” means, with respect to a Person: 

 

	(a)	 the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:



  

	 	(i)	 cast, or control the casting of, more than one-half of the maximum
number of votes that might be cast at a general meeting of such Person; 


  

	 	(ii)	 appoint or remove all, or the majority, of the directors or other equivalent officers of such Person; and



  

	 	(iii)	 give directions with respect to the operating and financial policies of such Person which the directors or
other equivalent officers of such Person are obliged to comply with, 


 and 

 

	(b)	 the holding of more than one-half of the issued share capital of such
Person (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital). 



“Cost of Funds” means (i) for any “stub” Interest Period described in clause (x) of the definition of “LIBOR”,
a percentage per annum that equals the cost of funds of each Lender for such Period (as determined by the Facility Agent from cost-of-funds quotations provided by the
Lenders, as certificated thereby), and (ii) with respect to any other Interest Period, a rate per annum equal to the Lender’s cost of funds for such Interest Period determined in accordance with Clause 5.13 of the Credit Agreement and
calculated on the basis of a year of 360 days and the actual number of days elapsed. 
 “Credit Agreement” means that certain Sixth Amended
and Restated Credit Agreement dated as of December 22, 2020, among the Borrower, the Lenders, the Facility Agent and the Security Trustee, as amended and supplemented from time to time. 

“Deeds of Confirmation” means (a) that certain Deed of Confirmation dated December 22, 2020, (b) that certain Deed of Confirmation
dated March 19, 2020 (c) that certain Deed of Confirmation dated January 29, 2019, (d) that certain Deed of Confirmation dated May 31, 2018, (e) that certain Deed of Confirmation dated December 29, 2017, (f) that certain Deed of Confirmation
dated December 16, 2016, (g) that certain Deed of Confirmation dated January 14, 2016, (h) that certain Deed of Confirmation dated August 11, 2015 and (i) any other Deed of Confirmation delivered in connection with an increase in Commitments
pursuant to Clause 2.5 of the Credit Agreement, each relating to the Share Charge and each between the Parent and the Security Trustee. 

“Default” means any event which with the giving of notice or the lapse of time or both if not timely cured or remedied would become an Event
of Default pursuant to Clause 4 of the Mortgage. 
 “Delivery Date” means, for any Aircraft, the date on which such Aircraft is to be
delivered by Airbus and accepted by Borrower or its permitted assignee under the Assigned Purchase Agreement. 

  

					
		  	- 14 -	  	














 “Dollars”, “Dollar” and “$” means the lawful currency of
the United States of America. 
 “Effective Date” means the date of the execution and delivery of the Credit Agreement and the satisfaction
of the conditions precedent in Clause 4.1 thereof. 
 “Eligible Account” means an account established by and with an Eligible
Institution at the request of the Security Trustee, which institution (a) agrees, by entering into an account control agreement, for all purposes of the New York UCC, including Article 8 thereof, that (i) such account shall be a
“securities account” (as defined in Section 8-501 of the New York UCC), (ii) such institution is a “securities intermediary” (as defined in
Section 8-102(a)(14) of the New York UCC), (iii) all property (other than cash) credited to such account shall be treated as a “financial asset” (as defined in
Section 8-102(9) of the New York UCC), (iv) the Security Trustee shall be the “entitlement holder” (as defined in Section 8-102(7) of the New York
UCC) in respect of such account, (v) it will comply with all entitlement orders issued by the Security Trustee to the exclusion of the Borrower, (vi) it will waive or subordinate in favor of the Security Trustee all claims (including
without limitation claims by way of security interest, lien, right of set-off or right of recoupment), and (vii) the “securities intermediary jurisdiction” (under
Section 8-110(e) of the New York UCC) shall be the State of New York, or (b) otherwise enters into an account control agreement, charge over a bank account or similar document that is satisfactory to
the Security Trustee. 
 “Eligible Institution” means (a) the corporate trust department of a depository institution organized under
the laws of the United States of America or any one of the states thereof or the District of Columbia (or any U.S. branch of a foreign bank), which has a long-term unsecured debt rating from Moody’s of at least A3 or its equivalent and from
Standard & Poor’s of at least A- or its equivalent, or (b) a banking institution in another jurisdiction that is satisfactory to the Security Trustee. 

“Engine” means in respect of each Airframe, each of the engines delivered with such Airframe under the Assigned Purchase Agreement. 

“Engine Agreement” means, (i) in respect of the A320neo Aircraft, each of (a) the Engine Manufacturer consent agreement dated as of
March 19, 2020, (b) the Engine Manufacturer consent agreement dated as of January 29, 2019, (c) the Engine Manufacturer consent agreement dated as of December 16, 2016 and (d) the Engine Manufacturer consent agreement dated as of August
11, 2015, and (ii) in respect of the A321neo Aircraft, (a) the engine benefits agreement dated as of the Effective Date and (b) the engine benefits agreement dated as of September 28, 2020, in each case among, inter
alios, the applicable Engine Manufacturer, Frontier Airlines and the Security Trustee substantially in the applicable form attached as Exhibit D to the Credit Agreement. 

“Engine Manufacturer” means (a) in respect of the A320neo Aircraft, CFM International, Inc., and (b) in respect of the A321neo
Aircraft, International Aero Engines, LLC. 
 “Equity Contribution” means the amount required to be paid by the Borrower to Airbus with
respect to an Aircraft on the Applicable Borrowing Date or determined by reference to the table set out in Schedule III to the Credit Agreement. 

“Event of Default” has the meaning specified in Clause 4 of the Mortgage. 

  

					
		  	- 15 -	  	














 “Excluded Taxes” means, with respect to the Facility Agent, the Security Trustee, any
Lender, or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) any Taxes imposed on all or part of the net income, net profits, or net gains (whether worldwide, or only insofar as such
income, profits, or gains are considered to arise in or relate to a particular jurisdiction or otherwise) of such Person or any franchise, net worth, or net capital Taxes imposed on such Person, in each such cases as a result of such Person being
organized in, maintaining its principal place of business or lending office in, or conducting activities unrelated to the transactions contemplated by the Operative Documents in the jurisdiction imposing such Taxes and in each such cases other than
a sales, use, property, value added, stamp, registration, documentary, goods and services, license, excise, or, except as provided in Clause 5.3(a) of the Credit Agreement withholding Taxes, (b) any Taxes imposed on all or part of the gross
income or gross receipts (other than Taxes in the nature of a sales, use, property, value added, stamp, registration, documentary, goods and services, license, excise or, except as provided in Clause 5.3(a) of the Credit Agreement withholding Taxes)
of such Person, in each such case as a result of such Person being organized in, or maintaining its principal place of business or lending office in the jurisdiction imposing such Taxes, (c) any Taxes imposed as a result of such Person’s
failure to comply with Clause 5.3(d) of the Credit Agreement or (d) any U.S. federal withholding Taxes imposed under FATCA. 
 “Existing
Aircraft” means any or all, as the context may require, of Aircraft 77, Aircraft 79, Aircraft 82, Aircraft 83, Aircraft 84, Aircraft 85, Aircraft 86, Aircraft 87, Aircraft 88, Aircraft 89, Aircraft 90, Aircraft 91, Aircraft 92, Aircraft 93,
Aircraft 94, Aircraft 95, Aircraft 96, Aircraft 97, Aircraft 98, Aircraft 99, Aircraft 100, Aircraft 101, Aircraft 102, Aircraft 103, Aircraft 104, Aircraft 108, Aircraft 109, Aircraft 112, Aircraft 113, Aircraft 114, Aircraft 115, Aircraft 116,
Aircraft 117, Aircraft 118, Aircraft 122, Aircraft 123 and Aircraft 124, but only so long as there is an Advance (or any other amount) or a Commitment outstanding in respect of such Aircraft. 

“Expense” or “Expenses” means any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits,
costs, expenses and disbursements (including reasonable legal fees and expenses) of whatever kind and nature but excluding Taxes, any amounts that would be included in Break Amounts, and overhead of whatsoever kind and nature. 

“Extension Date” means [***] and if the Lenders give an Extension Notice pursuant to, and in accordance with, Clause 5.2(g) of
the Credit Agreement, the anniversary thereof set forth in such Extension Notice. 
 “Extension Notice” means each extension notice
delivered by the Lenders to the Borrower pursuant to, and in accordance with Clause 5.2(g) of the Credit Agreement, extending the Commitment Termination Date. 

“Facility Agent” means Citibank, N.A. in its capacity as Facility Agent under the Credit Agreement and any successor thereto in such
capacity. 
 “Facility Amount” means the Maximum PDP Loan Amount as cancelled or changed in accordance with the Credit Agreement. 

  

					
		  	- 16 -	  	














 “Facility Increase Amendment” means an amendment and accession agreement in form and
substance reasonably acceptable to the Initial Lender, the Facility Agent and the Borrower pursuant to which an Additional Lender becomes a party to the Credit Agreement and agrees to provide an Additional Commitment in accordance with Clause
19.3(c)(ii) of the Credit Agreement and Schedule II to the Credit Agreement is amended to reflect such Additional Lender and Additional Commitment. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of the Credit Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code. 

“FCCR Test Date” means (i) the date that is [***] following December 31, 2021 and (ii) each date falling [***] after the last
day of each fiscal quarter or fiscal year, as the case may be, of Frontier Holdings thereafter commencing with the second fiscal quarter of 2022. 

“Fee Letter” means collectively (i) that certain Letter Agreement dated December 23, 2014 among the Borrower, the Security
Trustee and the Facility Agent (ii) that certain Letter Agreement dated August 11, 2015 among the Borrower, the Security Trustee and the Facility Agent, (iii) that certain Letter Agreement dated December 16, 2016 among the Borrower
and the Facility Agent, (iv) that certain Letter Agreement dated December 29, 2017 among the Borrower, the Security Trustee and the Facility Agent, (v) that certain Letter Agreement dated May 31, 2018 among the Borrower, the Security
Trustee and the Facility Agent, (vi) that certain Letter Agreement dated January 29, 2019 among the Borrower, the Security Trustee and the Facility Agent, and (vii) that certain Letter Agreement dated March 19, 2020 among the Borrower, the
Security Trustee and the Facility Agent. 
 “Finance Parties” means together the Lenders, the Facility Agent and the Security Trustee (each
a “Finance Party”). 
 “Financed Amount” means, with respect to an Aircraft and a Borrowing Date, the amount
set out in the column entitled “Financial Amount” and which corresponds to such Aircraft and Borrowing Date, in the table set out in Schedule III to the Credit Agreement. 

“Financial Indebtedness” means any indebtedness for or in respect of: 

 

	(a)	 moneys borrowed; 


  

	(b)	 any amount raised by acceptance under any acceptance credit facility; 



 

	(c)	 any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock
or any similar instrument; 


  

	(d)	 the amount of any liability in respect of any lease, lease purchase, installment sale, conditional sale, hire
purchase or credit sale or other similar arrangement (whether in respect of aircraft, machinery, equipment, land or otherwise) entered into primarily as a method of raising finance or for financing the acquisition of the relevant asset;




  

					
		  	- 17 -	  	















	(e)	 payments under any lease with a term, including optional extension periods, if any, capable of exceeding [***]
(whether in respect of aircraft, machinery, equipment, land or otherwise) characterized or interpreted as an operating lease in accordance with the relevant accounting standards but either entered into primarily as a method of financing the
acquisition of the asset leased or having a termination sum payable upon any termination of such lease; 


  

	(f)	 any amount raised by receivables sold or discounted (other than any receivables to the extent they are sold on
a non-recourse basis) including any bill discounting, factoring or documentary credit facilities; 


  

	(g)	 any amount raised under any other transaction (including any forward sale or purchase agreement) having the
commercial effect of a borrowing; 


  

	(h)	 any derivative transaction entered into in connection with protection against or benefit from fluctuation in
any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account); 


  

	(i)	 obligations (whether or not conditional) arising from a commitment to purchase or repurchase shares or
securities where such commitment is or was in respect of raising finance; 


  

	(j)	 any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of
credit or any other instrument issued by a bank or financial institution; and 


 the amount of any liability in respect of any guarantee
or indemnity for any of the items referred to in paragraphs (a) through (j) above. 
 “Fixed Charges” means, with respect to Frontier
Holdings and its consolidated subsidiaries for any fiscal quarter of Frontier Holdings, the sum, without duplication, of: 
  

	(1)	 the consolidated interest expense (net of interest income) of Frontier Holdings and its subsidiaries for such
period to the extent that such interest expense is payable in cash (and such interest income is receivable in cash); plus 


  

	(2)	 the interest component of leases that are capitalized in accordance with GAAP of Frontier Holdings and its
subsidiaries for such period to the extent that such interest component is related to lease payments payable in cash; plus 


  

	(3)	 any interest expense actually paid in cash for such period by Frontier Holdings or Frontier Airlines on
Financial Indebtedness of another Person that is guaranteed by Frontier Holdings or its subsidiaries or secured by a Lien on assets of Frontier Holdings or its subsidiaries; plus 



 

	(4)	 the product of (A) all cash dividends accrued on any series of preferred stock of Frontier Holdings or its
subsidiaries for such period, other than to Frontier Holdings or a subsidiary of Frontier Holdings, times (B) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local
statutory tax rate of Frontier Holdings and its subsidiaries, as applicable to such portion of dividends, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP; plus 



  

					
		  	- 18 -	  	















	(5)	 the aircraft rent expense of Frontier Holdings and its subsidiaries for such period to the extent that such
aircraft rent expense is payable in cash, 


 all as determined on a consolidated basis in accordance with GAAP. 

“Frontier Airlines” means Frontier Airlines, Inc. 

“Frontier Holdings” means Frontier Airlines Holdings, Inc. 

“GAAP” means generally accepted accounting principles, as in effect in the United States of America from time to time. 

“Governmental Entity” means and includes (a) any national government, political subdivision thereof, or state or local jurisdiction
therein, (b) any board, commission, department, division, organ, instrumentality, taxing authority, regulatory body, court or judicial body, central bank or agency of any entity referred to in (a) above, however constituted, and
(c) any association, organization or institution (international or otherwise) of which any entity mentioned in (a) or (b) above is a member. 

“Group” means Frontier Holdings and its subsidiaries at any time. 

“Guarantee” means each Sixth Amended and Restated Guarantee dated as of the Effective Date and entered into by a Guarantor in favor of the
Security Trustee on account of the obligations of the Borrower. 
 “Guarantor” means each of Frontier Airlines and Frontier Holdings. 

“Hedging Obligations” means, with respect to any Person, all obligations and liabilities of such Person under: 

 

	(a)	 interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap
agreements and interest rate collar agreements; 


  

	(b)	 other agreements or arrangements designed to manage interest rates or interest rate risk; and



 other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, fuel prices or other
commodity prices, but excluding (x) clauses in purchase agreements and maintenance agreements pertaining to future prices and (y) fuel purchase agreements and fuel sales that are for physical delivery of the relevant commodity. 

“Indemnified Taxes” means Taxes other than Excluded Taxes. 

  

					
		  	- 19 -	  	














 “Indemnitee” or “Indemnitees” means the Security Trustee, the Facility
Agent, the Lenders and each of their Affiliates, successors, permitted assigns, directors, officers, and employees. 
 “Independent
Director” means a director who at the time of their appointment or at any time when such Person is serving as an Independent Director is not, and has not been for the five (5) years prior to its appointment as an Independent Director,
(i) an employee, officer, director, consultant, customer or supplier, or the beneficial owner (directly or indirectly) of the Borrower or either Guarantor; provided, however, that such person may serve as a trustee, director,
servicer independent director or manager, independent servicer or non-economic director or in a similar capacity for any other affiliate such Person, or (ii) a spouse of, or Person related to (but not
more remote than first cousins), a Person referred to in clause (i) above. 
 “Initial Borrowing Date” means the date on which the
first Funding Notice following the Effective Date is given by the Borrower to the Facility Agent in accordance with Clause 2.3(b) of the Credit Agreement. 

“Initial Lender” means Citibank, N.A. 

“Interest Payment Date” means the date falling [***] after the Original Signing Date and each such date which
falls at [***] intervals thereafter, provided that, if any such date shall not be a Business Day, then the relevant Interest Payment Date shall be the next succeeding Business Day; provided, further, that no Interest Payment Date may
extend past the Termination Date and the last Interest Payment Date shall be the Termination Date. 
 “Interest Period” means, (1) in
respect of a Loan (a) initially, the period commencing on the Original Signing Date or on the date that such Loan is made and ending on the first Interest Payment Date occurring thereafter, and (b) thereafter, the period commencing on the
last day of the previous Interest Period and ending on the next Interest Payment Date or, if earlier, the first to occur of the Delivery Date of the Aircraft funded by such Loan and the Termination Date and (2) in respect of a Line of Credit
(a) initially, the period commencing on the date that such Line of Credit is made and ending on the first Interest Payment Date occurring thereafter, and (b) thereafter, the period commencing on the last day of the previous Interest Period
and ending on the next Interest Payment Date or, if earlier, and the Termination Date. 
 “International interest” is defined in the Cape
Town Convention. 
 “International Registry” is defined in the Cape Town Convention. 

“Lender” means each Lender identified in Schedule I to the Credit Agreement and any assignee or transferee of such Lender. 

“Lender’s Net Price” means, in respect of an Aircraft, the amount specified in the column headed
“Lender’s Net Price” which corresponds to such Aircraft in the table set out in Schedule III to the Credit Agreement which is inclusive of all credits in respect of the Engines to be made available pursuant to the relevant Engine
Agreement and subject to escalation from the date hereof in an amount equal to any escalation of the Airframe purchase price or SCN cost in accordance with the Assigned Purchase Agreement, the Engine purchase price as agreed in the relevant Engine
Agreement and the BFE Budget in accordance with the Credit Agreement. 

  

					
		  	- 20 -	  	














 “LIBOR” means, with respect to any Interest Period, a rate per annum equal to (x) for
the first (if for a period of less than one month) Interest Period and for any Interest Period under the last two sentences of Clause 5.2(d) of the Credit Agreement, the rate certified by the Lenders as their Cost of Funds for such period and
(y) otherwise, (i) the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or
LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) for a period equal or comparable to such Interest Period as of 11:00 A.M. (London time) on the day [***] London business days prior to the first
day of such Interest Period, or (ii) if the Thomson Reuter’s Screen LIBOR 01 Page or LIBOR 02 Page is not available but no Market Disruption Event or LIBOR Replacement Event exists, the arithmetic mean of the offered rates (rounded upwards
to the nearest 1/16th of one percent) as supplied to the Facility Agent at its request quoted by the principal London offices of Citibank, N.A., HSBC Bank plc and Barclays Bank plc (or such other banks as may from time to time be agreed by the
Borrower and the Facility Agent) for deposits to leading banks in the London Interbank Market as of 11:00 A.M. (London time) on the day [***] London business days prior to the first day of such Interest Period for a period equal or comparable to
such Interest Period, and if, in any case, that rate is less than zero, LIBOR shall be deemed to be zero. 
 “LIBOR Replacement Event”
means, in relation to LIBOR, the administrator of LIBOR has ceased to provide LIBOR permanently or indefinitely and, at that time, there is no successor administrator to continue to provide LIBOR. 

“Lien” means any mortgage, pledge, lien, claim, encumbrance, lease, security interest or other lien of any kind on property. 

“Line of Credit” means the borrowing made by the Borrower on the Borrowing Date in accordance with Clause 4.3 of the Credit Agreement. 

“Liquidity Threshold” has the meaning given to it in Clause 10.20(a) of the Credit Agreement. 

“Loan” in respect of any Advance means the borrowing made by the Borrower on the Borrowing Date with respect to such Advance from each
Lender. 
 “Loan Certificates” means the loan certificates issued pursuant to Clause 5.2(a) of the Credit Agreement and any such
certificates issued in exchange or replacement therefor pursuant to Clause 5.6 or 5.7 of the Credit Agreement. 
 “LTV” has, in respect of
an Aircraft, the meaning given to it in Clause 10.20(a) of the Credit Agreement. 
 “LTV Collateral” has the meaning given to it in Clause
10.20(c)(ii) of the Credit Agreement. 
 “LTV Test” has the meaning given to it in Clause 10.20(b) of the Credit Agreement. 

“LTV Test Date” means each FCCR Test Date on which the FCCR is less than [***]. 

  

					
		  	- 21 -	  	














 “Majority Lenders” means, as of any date of determination, the Lenders of not less than 51%
in aggregate outstanding principal amount of all Loan Certificates as of such date. For all purposes of the foregoing definition, in determining as of any date the then aggregate outstanding principal amount of Loan Certificates, there shall be
excluded any Loan Certificates, if any, held by the Borrower, either Guarantor or any of their Affiliates (unless such Persons own all Loan Certificates then outstanding). 

“Manuals and Technical Records” means together, those records, logs, manuals, technical data and other materials and documents relating to
each Aircraft, together with any amendments thereto, as shall be delivered pursuant to the Assigned Purchase Agreement. 
 “Market Disruption
Event” means, for each Interest Period: 
  

	(a)	 the Facility Agent (acting on the advice of the Lenders) determines (which determination shall be binding and
conclusive on all parties) that, by reason of circumstances affecting the London interbank market or any other applicable financial market generally, adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period; or



  

	(b)	 one or more Lenders collectively holding at least [***] of the principal amount of the Loans and Lines of
Credit advises the Facility Agent that (by reason of circumstances affecting the London interbank market or any other applicable financial market generally) LIBOR for such Interest Period will not adequately and fairly reflect the cost to such
Lender of maintaining or funding its Loan and Line of Credit for such Interest Period; 


 and, in either case, no LIBOR Replacement Event
is continuing. 
 “Material Action” means, with respect to any Person, to consolidate or merge such Person with or into any other Person,
or sell all or substantially all of the assets of such Person or to institute proceeding to have such Person be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against such Person or file a
petition seeking, or consent to, reorganization or relief with respect to such Person under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of such Person or a substantial part of its property, or make any assignment for the benefit of creditors of such Person, or admit in writing such Person’s inability to pay its debts generally as they become due, or take
action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate such Person. 
 “Material
Adverse Effect” means a material adverse effect on the business, operations, properties or financial condition of the Borrower or either Guarantor, taken as a whole, or a material adverse effect on the ability of the
Borrower or the Guarantors to observe or perform its obligations, liabilities and agreements under any Operative Document to which it is a party. 

“Material Event of Default” means the occurrence of an “Event of Default” or “Termination Event” or such similar event
howsoever described pursuant to any agreement in respect of Financial Indebtedness (or any agreement guaranteeing Financial Indebtedness) in an amount equal to at least [***] entered into by either Guarantor excluding any such event: 

 

	(a)	 which is technical and is due to an administrative error; or 



  

					
		  	- 22 -	  	















	(b)	 which is curable and the applicable Guarantor taking all necessary steps to cure such event and such has not
been continuing for more than [***] days beyond any grace period provided for in the applicable agreement. 


 “Maximum
Commitment” means, in respect of a Lender, such Lender’s Participation Percentage multiplied by the Maximum PDP Loan Amount. 

“Maximum LTV” has, in respect of an Aircraft the, meaning given to it in Clause 10.20(a) of the Credit Agreement. 

“Maximum PDP Loan Amount” means, initially, an amount equal to [***], as such amount may be increased to an amount not to exceed
US$200,000,000 in accordance with Section 19.3(c)(ii) of the Credit Agreement. 
 “Mismatch Interest Rate” means, for any Interest
Period and for any Lender (i) in the case of paragraph (a) of the definition of “Market Disruption Event”, such Lender’s Cost of Funds rate (in lieu of LIBOR) or (ii) in the case of paragraph (b) of the definition
of “Market Disruption Event”, a rate of interest equal to the amount by which such Lender’s Cost of Funds rate for such Interest Period exceeds the sum of (x) LIBOR for such Interest Period; plus (y) [***], and in each case,
calculated on the basis of a year of 360 days and the actual number of days elapsed. 
 “Mortgage” means the Fourth Amended and Restated
Mortgage and Security Agreement dated as of the Effective Date, among the Borrower, the Facility Agent and the Security Trustee. 
 “Mortgage
Collateral” means the Collateral as defined in the Granting clause of the Mortgage. 
 “Obligors” means each of the Borrower and
each Guarantor (each an “Obligor”). 
 “Operative Documents” means the Administration Agreement, the Credit Agreement, the
Mortgage, the Loan Certificates, the Share Charge, the Guarantees, the Slot Security Agreement, the Assigned Purchase Agreement, the Assignment and Assumption Agreement, the Step-In Agreement, the Engine
Agreements, the Option Agreement, the Servicing Agreement, the Subordinated Loan Agreement, any Fee Letter and any amendments or supplements of any of the foregoing. 

“Option Agreement” means the Option Agreement, dated as of the Original Signing Date, between Frontier Airlines and the Borrower. 

“Original Credit Agreement” has the meaning specified for such term in the recitals to the Credit Agreement. 

“Original Signing Date” means December 23, 2014. 

“Parent” means Intertrust SPV (Cayman) Limited, a Cayman Islands company (as trustee of the Trust.). 

  

					
		  	- 23 -	  	














 “Part” means an appliance, component, part, instrument, accessory, furnishing or other
equipment of any nature, including Buyer Furnished Equipment and Engines which is installed in, attached to or supplied with an Aircraft on the Delivery Date thereof. 

“Participant” has the meaning specified in Clause 19.3(d) of the Credit Agreement. 

“Participation Percentage” means in respect of each Lender, the percentage set forth for such Lender in Schedule II of the Credit Agreement.

 “Party” means a party to the Credit Agreement. 

“Past Due Rate” means a per annum rate equal to the Applicable Rate plus [***]% calculated on the basis of a year of 360 days and actual
number of days elapsed. 
 “PDP Funding Date Deficiency” means, as of any date, any excess of
(x) the sum of (i) the Loans then outstanding and (ii) any Financed Amount due to be paid on such date as set forth on Schedule III over (y) the Maximum PDP Loan Amount, after giving effect to any Equity Contribution
scheduled to take place on such date and any repayment of the Loans on such date. 
 “Permitted Lien” means any Lien permitted under Clause
10.13 of the Credit Agreement. 
 “Person” means any individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, estate or trust, unincorporated organization or government or any agency or political subdivision thereof. 

“Process Agent Appointment” means an appointment and acceptance of process agent pursuant to which the Borrower appoints Corporation Service
Company as agent for service of process in connection with the transactions contemplated by the Operative Documents. 
 “Prospective International
Interest” is defined in the Cape Town Convention. 
 “Purchase Price Installment” has the meaning given to the term Pre-Delivery Payment Amount in the Assigned Purchase Agreement. 
 “Regulation D” means Regulation D of
the Board of Governors of the Federal Reserve System (or any successor), as the same may be modified and supplemented and in effect from time to time. 

“Regulatory Change” means, with respect to any Lender, any change that occurs after the Original Signing Date in Federal, state
or foreign law or regulations (including Regulation D) or the adoption or making after such date of any interpretation, directive or request applying to a class of banks or financial institutions including such Lender of or under any Federal, state
or foreign law or regulations (whether or not having the force of law and whether or not failure to comply therewith would be unlawful so long as compliance therewith is standard banking practice in the relevant jurisdiction) by any court or
governmental or monetary authority charged with the interpretation or administration thereof. For the avoidance of doubt, the coming into effect of any applicable law or regulations, policies, orders, directives or guidelines issued by any
governmental body, central bank, monetary authority or other regulatory organization (whether or not having the force of law) with respect to, arising out of, or in connection with (a) Basel II, (b) Basel III or (c) the Dodd Frank Wall
Street Reform and Consumer Protection Act shall be deemed a Regulatory Change. 

  

					
		  	- 24 -	  	














 “Relevant Delay” has the meaning specified in Clause 10.12 of the Credit Agreement. 

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working
group or committee sponsored or chaired by, or constituted at the request of, any of them. 
 “Replacement Benchmark” means a benchmark
rate which is: 
  

	(a)	 formally designated, nominated or recommended as the replacement for LIBOR by 



(i) the administrator of LIBOR (provided that the market or economic reality that such benchmark rate measures is the same as that measured by
LIBOR); or 
 (ii) any Relevant Nominating Body, 

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement
Benchmark” will be the replacement under paragraph (ii) above; or 
  

	(b)	 in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any
relevant domestic syndicated loan markets as the appropriate successor to LIBOR; or 


  

	(c)	 in the opinion of the Majority Lenders and the Borrower, an appropriate successor to LIBOR.



 “Replacement Purchase Agreement” means collectively, the Airbus Purchase Agreement as amended and restated in the
terms set forth in Schedule 4 to the Step-In Agreement. 
 “Required Specification” means: 

 

	(a)	 in respect of each A320neo Aircraft, a maximum takeoff weight of [***] tonnes and with CFM Leap-X1A engines installed thereon; and 


  

	(b)	 in respect of the A321neo Aircraft, a maximum takeoff weight of [***] tonnes with PW1133GA-JM engines installed thereon. 


 “Reserve Requirement” means, for any Loan
Certificate, the average maximum rate at which reserves (including, without limitation, any marginal, supplemental or emergency reserves) are required to be maintained during the Interest Period in respect of such Loan Certificate under Regulation D
by member banks of the Federal Reserve System in New York City with deposits exceeding one billion Dollars against “Eurocurrency liabilities” (as such term is used in Regulation D). Without limiting the effect of the foregoing, the Reserve
Requirement includes any other reserves required to be maintained by such member banks by reason of any Regulatory Change with respect to (i) any category of liabilities that includes deposits by reference to which LIBOR is to be determined or
(ii) any category of extensions of credit or other assets that includes the Loan Certificates. 

  

					
		  	- 25 -	  	














 “Scheduled Delivery Date” means, for each Aircraft, the date notified by Airbus to the
Borrower provided that such date may not be any later than the last day of the Scheduled Delivery Month in respect of such Aircraft. 
 “Scheduled
Delivery Month” means, in respect of an Aircraft, the month which corresponds to such Aircraft in the column entitled “Scheduled Delivery Month” in the table set out in Schedule III to the Credit Agreement. 

“SCN” means a “Specification Change Notice” as defined in the Aircraft Purchase Agreement. 

“Secured Obligations” means any and all moneys, liabilities and obligations which are now or at any time hereafter may be expressed to be
due, owing or payable by the Borrower, the Parent and each Guarantor to the Lenders and/or any Agent in any currency, actually or contingently, with another or others, as principal or surety, on any account whatsoever under any Operative Document or
as a consequence of any breach, non-performance, disclaimer or repudiation by the Borrower, either Guarantor or the Parent (or by a liquidator, receiver, administrative receiver, administrator, or any similar
officer in respect of any of them) of any of their obligations to the Lenders and/or any Agent under any Operative Document. 
 “Securities
Act” means the Securities Act of 1933, as amended. 
 “Security Trustee” means Bank of Utah, not in its individual capacity but
solely as Security Trustee on behalf of the Facility Agent and the Lenders under the Credit Agreement, and any successor thereto in such capacity. 

“Security Trustee Fee Letter” means the Bank of Utah fee letter dated on or about the Original Signing Date by the Security Trustee. 

“Servicing Agreement” means the Amended and Restated Servicing Agreement dated as of August 11, 2015, between the Borrower and Frontier
Airlines. 
 “Share Charge” means the Share Charge dated the Original Signing Date, among the Parent and the Security Trustee, as confirmed
pursuant to each Deed of Confirmation. 
 “Slot Collateral” means the Collateral as defined in the Granting clause of the Slot Security
Agreement. 
 “Slot Security Agreement” means the security agreement dated as of December 22, 2020 between
Frontier Airlines and the Security Trustee securing the Line of Credit Borrowings. 
 “Step-In
Event” has the meaning given to it in the Step-In Agreement. 

“Step-In Agreement” means the Amended and Restated
Step-In Agreement dated as of March 19, 2020, as amended by the Amendment dated as of May 4, 2020, as further amended by the Amendment to Step-In Agreement dated as
of the Effective Date, among the Borrower, as assignor, the Security Trustee, as assignee, and Airbus in the form of Exhibit C to the Original Credit Agreement. 

  

					
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 “Subordinated Loan Agreement” means the Subordinated Loan Agreement, dated as of the
Original Signing Date, between Frontier Airlines and the Borrower and the Subordinated Promissory Note dated the Original Signing Date, issued by the Borrower thereunder. 

“Tax” or “Taxes” means any and all present or future fees (including, without limitation, license, documentation and
registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value added, property (tangible and intangible), excise and stamp taxes), licenses, levies, imposts, duties, recording charges or fees,
charges, assessments, or withholdings of any nature whatsoever, together with any assessments, penalties, fines, additions to tax and interest thereon. 

“Termination Date” means the date that is 6 months following the then-current Commitment Termination Date. 

“Transferee” means any person to whom the Collateral or any of it is transferred in accordance with the terms of the Credit Agreement, the
Mortgage or the Step-In Agreement. 
 “Trust” means the Vertical Horizons, Ltd. Charitable Trust.

 “Unrestricted Cash and Cash Equivalents” means at any date in respect of Frontier Holdings, the sum of (a) the undrawn portion
available under any revolving, delayed draw or similar credit facilities, in each case that have a maturity of one (1) year or more from such date, (b) available liquidity and (c) the cash and cash equivalents (in each case, as such
terms are defined by GAAP) of Frontier Holdings on a consolidated based, that may be in each case (i) classified as “unrestricted” in accordance with GAAP on the consolidated balance sheets of Frontier Holdings or (ii) classified
in accordance with GAAP as “restricted” on the consolidated balance sheets of the Guarantor solely in favor of the Security Trustee and the Lenders, provided that if Frontier Holdings agrees to any more onerous definition pursuant to any
financial covenant in any agreement to which it is a party, this definition shall be deemed to be deleted and replaced with such other definition. 

“VAT” means a consumption tax, value added tax, goods and services tax or similar tax, however it may be described. 

“Withholding Taxes” means a deduction or withholding for or on account of Tax from a payment under an Operative Document. 

  

					
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