EX-10.16(r)




	*****	 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 10.16(r) 

AMENDMENT NO. 2 
 to the A320
Family Aircraft Purchase Agreement 
 dated as of September 30, 2011 

between 
 Airbus S.A.S 

And 
 Frontier Airlines, Inc. 


  
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 Amendment No. 2 

This Amendment No. 2 (the “Amendment”) is entered into as of December 3, 2013, between Airbus S.A.S., a
société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (the “Seller”), and
Frontier Airlines, Inc., a corporation organized and existing under the laws of the State of Colorado, United States of America, having its principal corporate offices located at 7001 Tower Road, Denver, Colorado 80249-7312 USA (the
“Buyer” and together with the Seller, the “Parties”). 
 WITNESSETH 

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

WHEREAS, the Original Buyer and the Buyer have entered into an assignment and assumption agreement, dated as of November 6, 2013 (the
“Assignment”); and 
 WHEREAS, the Buyer and the Seller wish to amend certain terms of the Agreement; 

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Seller and the Buyer agree as
follows: 
  

	1.	 DEFINITIONS 



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

	2.	 TYPE CONVERSION 



Notwithstanding Paragraph ***** of Letter Agreement No. 3, the Seller hereby ***** of the following Aircraft and the Buyer
hereby ***** as follows: 
 ***** 
  

	3.	 AMENDMENTS 



As of the Effective Date, the Agreement is amended as follows: 
  

	 	(a)	 Clause 0 is hereby amended as follows: 



 

	 	(i)	 By amending and restating the definition of “Affiliate” as follows: 



 

  
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 “Affiliate” – with respect to any person or entity, any other
person or entity directly or indirectly controlling, controlled by or under common control with such person or entity; ***** 
  

	 	(ii)	 by inserting, immediately following the definition of Fourth Quarter, the following: 



***** 
  

	 	(w)	 ***** 


  

	 	(x)	 ***** 


  

	 	(y)	 ***** 


  

	 	(z)	 ***** 


  

	 	(iii)	 by inserting, immediately after the definition of the term Type Certificate, the following:



 ***** 
  

	 	(b)	 The delivery schedule table set forth in Clause 9.1 of the Agreement is deleted in its entirety and replaced
with the following delivery schedule table: 


  

							
	
Aircraft
Rank
	  	 	  	
Scheduled Delivery

	  	 Quarter
	  	 Year

	1	  	 A320 Aircraft
	  	 *****
	  	 *****

	2	  	 A320 Aircraft
	  	 *****
	  	 *****

	3	  	 A320 Aircraft
	  	 *****
	  	 *****

	4	  	 A320 Aircraft
	  	 *****
	  	 *****

	5	  	 A320 Aircraft
	  	 *****
	  	 *****

	6	  	 A320 Aircraft
	  	 *****
	  	 *****

	7	  	 A320 Aircraft
	  	 *****
	  	 *****

	8	  	 A320 Aircraft
	  	 *****
	  	 *****

	9	  	 A320 Aircraft
	  	 *****
	  	 *****



  
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Aircraft
Rank
	  	 	  	
Scheduled Delivery

	  	 Quarter
	  	 Year

	 10
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 11
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 12
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 13
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 14
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 15
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 16
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 17
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 18
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 19
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 20
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 21
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 22
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 23
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 24
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 25
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 26
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 27
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 28
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 29
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 30
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 31
	  	 A320 Aircraft
	  	 *****
	  	 *****



  
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Aircraft
Rank
	  	 	  	
Scheduled Delivery

	  	 Quarter
	  	 Year

	 32
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 33
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 34
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 35
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 36
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 37
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 38
	  	 A320 Aircraft]
	  	 *****
	  	 *****

	 39
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 40
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 41
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 42
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 43
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 44
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 45
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 46
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 47
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 48
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 49
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 50
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 51
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 52
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 53
	  	 A320 Aircraft
	  	 *****
	  	 *****



  
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Aircraft
Rank
	  	 	  	
Scheduled Delivery

	  	 Quarter
	  	 Year

	 54
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 55
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 56
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 57
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 58
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 59
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 60
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 61
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 62
	  	 A320 Aircraft
	  	 *****
	  	 *****

	 63
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 64
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 65
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 66
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 67
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 68
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 69
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 70
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 71
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 72
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 73
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 74
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 75
	  	 A319 Aircraft
	  	 *****
	  	 *****



  
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Aircraft
Rank
	  	 	  	
Scheduled Delivery

	  	 Quarter
	  	 Year

	 76
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 77
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 78
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 79
	  	 A319 Aircraft
	  	 *****
	  	 *****

	 80
	  	 A319 Aircraft
	  	 *****
	  	 *****



  
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	 	(c)	 Clause 10.8 of the Agreement is hereby amended to replace the reference to “Republic Airways Holdings
Inc.” with “Frontier Airlines, Inc.” 


  

	 	(d)	 Clause 20 of the Agreement is hereby amended as follows: 



 

	 	(i)	 by amending and restating clause 20.1 in its entirety to read as follows: 



 

	 	“20.1	 Termination Events 



Each of the following will constitute a “Termination Event” 

  
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	 	(1)	 ***** 


  

	 	(2)	 ***** 


  

	 	(3)	 ***** 


  

	 	(4)	 ***** 


  

	 	(5)	 ***** 


  

	 	(6)	 ***** 


  

	 	(7)	 ***** 


  

	 	(8)	 ***** 


  

	 	(9)	 ***** 


  

	 	(10)	 *****. 


  

	 	(ii)	 by amending Clause 20.2.1 by adding the following immediately after the word “occurs”:



 ***** 
  

	 	(iii)	 by amending and restating Clause 20.4(b) in its entirety to read as follows: 



 

	 	b.	 ***** 


  

	 	(iv)	 by inserting a new Clause 20.2.4 as follows: 



 

	 	20.2.4	 ***** 


  

	 	(i)	 ***** 


  

	 	(ii)	 ***** 


  

	 	(iii)	 ***** 


  

	 	(iv)	 ***** 


  

	 	(v)	 ***** 


  

	 	(vi)	 ***** 


  

	 	(vii)	 ***** 


  

	 	(viii)	 ***** 



  
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 ***** 
  

	 	(v)	 by deleting the ***** in its entirety. 



 

	 	(e)	 Letter Agreement No. 3 is hereby amended as follows: 



 

	 	(i)	 by deleting *****; and 



 

	 	(ii)	 by deleting *****. 



 

	4.	 EFFECT OF AMENDMENT 



 

	4.1	 The provisions of this Amendment will constitute a valid amendment to the Agreement and the Agreement will
be deemed to be amended to the extent herein provided and, except as specifically amended hereby, will continue in full force and effect in accordance with its terms. Except as otherwise provided by the terms and conditions hereof, this Amendment
contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment.



  

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


  

	5.	 GOVERNING LAW 



Without limiting the generality of Clause 4.2, the Parties hereby acknowledge and agree that this Amendment is subject to the
governing law provisions set forth in Clause 22.6 of the Agreement. 
  

	6.	 CONFIDENTIALITY 



Without limiting the generality of Clause 4.2, the Parties hereby acknowledge and agree that this Amendment is subject to the
confidentiality provisions set forth in Clause 22.11 of the Agreement. 
  

	7.	 ASSIGNMENT 



Without limiting the generality of Clause 4.2, the Parties hereby acknowledge and agree that this Amendment is subject to the
assignment and transfer provisions set forth in the Agreement. 

  
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	8.	 COUNTERPARTS 



This Amendment may be signed by the Parties in counterparts, which when signed and delivered will each be an original and
together constitute but one and the same instrument. Counterparts may be delivered in original, faxed or emailed form, with originals to be delivered in due course. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their
respective duly authorized officers or agents as of the day and year first above written. 
  

			
	 Airbus S.A.S.

		
	 By:
	 	 /s/ Christophe Mourey

		 	 Christophe Mourey

		 	 Senior Vice President Contracts

	
	 Frontier Airlines, Inc.

		
	 By:
	 	 /s/ David N Siegel

		 	 David N Siegel

		 	 President & CEO




  
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