Exhibit 10.50


 


PAYROLL SUPPORT PROGRAM 3 AGREEMENT


 


	Recipient:

    Sun Country, Inc. dba Sun
    Country Airlines

     

    2005 Cargo Road

     

    Minneapolis, MN 55450
		PSP Participant Number: PSP3A-2104160360

     

    Employer Identification Number: 35-2159124

     

    DUNS Number: 114370096

	Additional
    Recipients: N/A
	Amount
    of Initial Payroll Support Payment: $17273516.23
	The
    Department of the Treasury (Treasury) hereby provides Payroll Support (as defined herein) under section 7301 of the American Rescue
    Plan Act of 2021. The Signatory Entity named above, on behalf of itself and its Affiliates (as defined herein), agrees to comply
    with this Agreement and applicable Federal law as a condition of receiving Payroll Support. The Signatory Entity and its undersigned
    authorized representatives acknowledge that a materially false, fictitious, or fraudulent statement (or concealment or omission of
    a material fact) in connection with this Agreement may result in administrative remedies as well as civil and/or criminal penalties.
	The
    undersigned hereby agree to the attached Payroll Support Program 3 Agreement.






	 	 	 	 		 
	 	/s/
    David A. Lebryk	 	/s/
    David M Davis	 
	 	Department of
    the Treasury	 	Sun Country, Inc. dba Sun Country Airlines	 
	 	Name:	David A. Lebryk	 	 	 	 
	 	Title:	Fiscal Assistant Secretary	 	First Authorized Representative
	 
	 	Date:	04/27/2021	 	Name:	David M Davis	 
	 	 	 	 	Title:	President & CFO	 
	 	 	 	 	Date:	4/23/2021	 
	 	 	 	 		 
	 	 	 	 	/s/
    Eric M. Levenhagen	 
	 	 	 	 	Sun Country, Inc. dba Sun Country Airlines	 
	 	 	 	 	 	 
	 	 	 	 	Second Authorized Representative	 
	 	 	 	 	Name:	Eric M. Levenhagen	 
	 	 	 	 	Title:	General Counsel & Chief Admin Officer	 
	 	 	 	 	Date:	4/23/2021	 





OMB Approval No. 1505-0263


 


PAPERWORK REDUCTION ACT NOTICE


The information collected
will be used for the U.S. Government to process requests for support. The estimated burden associated with this collection of information
is 2 hours per response. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be
directed to the Office of Privacy, Transparency and Records, Department of the Treasury, 1500 Pennsylvania Ave., N.W., Washington, D.C.
20220. DO NOT send the form to this address. An agency may not conduct or sponsor, and a person is not required to respond to, a collection
of information unless it displays a valid control number assigned by OMB.


 






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PAYROLL SUPPORT PROGRAM
3 AGREEMENT


 


INTRODUCTION


 


Section 7301 of the American
Rescue Plan Act of 2021 (ARP) directs the Department of the Treasury (Treasury) to provide Payroll Support (as defined herein) to passenger
air carriers and certain contractors that must be exclusively used for the continuation of payment of Employee Salaries, Wages, and Benefits
(as defined herein). The ARP requires certain assurances from the Recipient (as defined herein).


 


This Payroll Support Program
3 Agreement, including all supporting documents submitted by the Recipient and the Payroll Support Program 3 Certification attached hereto
(collectively, Agreement), memorializes the binding terms and conditions applicable to the Recipient.


 


DEFINITIONS


 


As used in this Agreement,
the following terms shall have the following respective meanings, unless the context clearly requires otherwise. In addition, this Agreement
shall be construed in a manner consistent with any public guidance Treasury may from time to time issue regarding the implementation
of section 7301 of the ARP.


 


Additional Payroll Support
Payment means any disbursement of Payroll Support occurring after the first disbursement of Payroll Support under this Agreement.


 


Affiliate means
any Person that directly or indirectly controls, is controlled by, or is under common control with, the Recipient. For purposes of this
definition, "control" of a Person shall mean having the power, directly or indirectly, to direct or cause the direction of
the management and policies of such Person, whether by ownership of voting equity, by contract, or otherwise.


 


ARP means the American Rescue Plan Act of 2021.


 


Benefits means,
without duplication of any amounts counted as Salary or Wages, pension expenses in respect of Employees, all expenses for accident, sickness,
hospital, and death benefits to Employees, and the cost of insurance to provide such benefits; any Severance Pay or Other Benefits payable
to Employees pursuant to a bona fide voluntary early retirement program or voluntary furlough; and any other similar expenses paid by
the Recipient for the benefit of Employees, including any other fringe benefit expense described in lines 10 and 11 of Financial Reporting
Schedule P-6, Form 41, as published by the Department of Transportation, but excluding any Federal, state, or local payroll taxes paid
by the Recipient.


 


Corporate Officer means,
with respect to the Recipient, its president; any vice president in charge of a principal business unit, division, or function (such
as sales, administration or finance); any other officer who performs a policy-making function; or any other person who performs similar
policy making functions for the Recipient. Executive officers of subsidiaries or parents of the Recipient may be deemed Corporate Officers
of the Recipient if they perform such policy-making functions for the Recipient.


 






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Employee means an
individual who is employed by the Recipient and whose principal place of employment is in the United States (including its territories
and possessions), including salaried, hourly, full-time, part-time, temporary, and leased employees, but excluding any individual who
is a Corporate Officer or independent contractor.


 


Involuntary Termination
or Furlough means the Recipient terminating the employment of one or more Employees or requiring one or more Employees to take a
temporary suspension or unpaid leave for any reason, including a shut-down or slow-down of business; provided, however, that an Involuntary
Termination or Furlough does not include a Permitted Termination or Furlough.


 


Maximum Awardable Amount
means the amount determined by the Secretary with respect to the Recipient pursuant to section 7301(b)(2) of the ARP.


 


Payroll Support means
funds disbursed by the Secretary to the Recipient under this Agreement, including the first disbursement of Payroll Support and any Additional
Payroll Support Payment.


 


Permitted Termination
or Furlough means, with respect to an Employee, (1) a voluntary furlough, voluntary leave of absence, voluntary resignation, or voluntary
retirement, (2) termination of employment resulting from such Employee's death or disability, or (3) the Recipient terminating the employment
of such Employee for cause or placing such Employee on a temporary suspension or unpaid leave of absence for disciplinary reasons, in
either case, as reasonably determined by the Recipient acting in good faith.


 


Person means any natural person, corporation,
limited liability company, partnership, joint venture, trust, business association, governmental entity, or other entity.


 


PSP1 means the Payroll Support Program established
under Division A, Title IV, Subtitle B of the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. No. 116-136).


 


PSP2 means the Payroll Support Program Extension
established under Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021.


 


Recipient means, collectively, the Signatory
Entity; its Affiliates that are listed on the signature page hereto as Additional Recipients; and their respective heirs, executors,
administrators, successors, and assigns.


 


Salary means, without
duplication of any amounts counted as Benefits, a predetermined regular payment, typically paid on a weekly or less frequent basis but
which may be expressed as an hourly, weekly, annual or other rate, as well as cost-of-living differentials, vacation time, paid time
off, sick leave, and overtime pay, paid by the Recipient to its Employees, but excluding any Federal, state, or local payroll taxes paid
by the Recipient.


 


Secretary means the Secretary of the Treasury.


 






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Severance Pay or Other Benefits means any severance
payment or other similar benefits, including cash payments, health care benefits, perquisites, the enhancement or acceleration of the
payment or vesting of any payment or benefit or any other in-kind benefit payable (whether in lump sum or over time, including after
October 1, 2022) by the Recipient to a Corporate Officer or Employee in connection with any termination of such Corporate Officer's or
Employee's employment (including, without limitation, resignation, severance, retirement, or constructive termination), which shall be
determined and calculated in respect of any Employee or Corporate Officer of the Recipient in the manner prescribed in 17 CFR 229.402(j)
(without regard to its limitation to the five most highly compensated executives and using the actual date of termination of employment
rather than the last business day of the Recipient's last completed fiscal year as the trigger event).


 


Signatory Entity means the passenger air carrier or contractor
that has entered into this Agreement.


 


Taxpayer Protection Instruments means warrants,
options, preferred stock, debt securities, notes, or other financial instruments issued by the Recipient or an Affiliate to Treasury
as compensation for the Payroll Support under this Agreement, if applicable.


 


Total Compensation means compensation including
salary, wages, bonuses, awards of stock, and any other financial benefits provided by the Recipient or an Affiliate, as applicable, which
shall be determined and calculated for the 2019 calendar year or any applicable 12-month period in respect of any Employee or Corporate
Officer of the Recipient in the manner prescribed under paragraph e.6 of the award term in 2 CFR part 170, App. A, but excluding any
Severance Pay or Other Benefits in connection with a termination of employment.


 


Wage means, without duplication of any amounts
counted as Benefits, a payment, typically paid on an hourly, daily, or piecework basis, including cost-of-living differentials, vacation,
paid time off, sick leave, and overtime pay, paid by the Recipient to its Employees, but excluding any Federal, state, or local payroll
taxes paid by the Recipient.


 


PAYROLL SUPPORT PAYMENTS


 


	1.	Upon the execution of this Agreement by Treasury and the Recipient,
                                            the Secretary shall approve the Recipient to receive Payroll Support.
	 	 



	2.	The Recipient may receive Payroll Support in multiple payments up
                                            to the Maximum Awardable Amount, and the amounts (individually and in the aggregate) and
                                            timing of such payments will be determined by the Secretary in her sole discretion. The Secretary
                                            may, in her sole discretion, increase or reduce the Maximum Awardable Amount consistent with
                                            section 7301 of the ARP.
	 	 



	3.	The Secretary may determine in her sole discretion that any Payroll
                                            Support shall be conditioned on, and subject to, compliance by the Recipient with all applicable
                                            requirements under (a) PSP2 and (b) PSP1 if the Recipient received fmancial assistance in
                                            PSP1, and such additional terms and conditions (including the receipt of, and any terms regarding,
                                            Taxpayer Protection Instruments) to which the parties may agree in writing.



 



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TERMS
AND CONDITIONS


 


Retaining
and Paying Employees 


 


	4.	The
                                            Recipient shall use the Payroll Support exclusively for the continuation of payment of Wages,
                                            Salaries, and Benefits to the Employees of the Recipient.



 


		a.	Furloughs
                                            and Layoffs. The Recipient shall not conduct an Involuntary Termination or Furlough of
                                            any Employee between the date of this Agreement and September 30, 2021 or the date on which
                                            the Recipient has expended all of the Payroll Support, whichever is later.



 


		b.	Employee
                                            Salary, Wages, and Benefits



 


		i.	Salary
                                            and Wages. Except in the case of a Permitted Termination or Furlough, the Recipient shall
                                            not, between the date of this Agreement and September 30, 2021 or the date on which the Recipient
                                            has expended all of the Payroll Support, whichever is later, reduce, without the Employee's
                                            consent, (A) the pay rate of any Employee earning a Salary, or (B) the pay rate of any Employee
                                            earning Wages.



 


		ii.	Benefits.
                                            Except in the case of a Permitted Termination or Furlough, the Recipient shall not, between
                                            the date of this Agreement and September 30, 2021 or the date on which the Recipient has
                                            expended all of the Payroll Support, whichever is later, reduce, without the Employee's consent,
                                            the Benefits of any Employee; provided, however, that for purposes of this paragraph, personnel
                                            expenses associated with the performance of work duties, including those described in line
                                            10 of Financial Reporting Schedule P6, Form 41, as published by the Department of Transportation,
                                            may be reduced to the extent the associated work duties are not performed.



 


Dividends
and Buybacks


 


	5.	Through
                                            September 30, 2022, neither the Recipient nor any Affiliate shall, in any transaction, purchase
                                            an equity security of the Recipient or of any direct or indirect parent company of the Recipient
                                            that, in either case, is listed on a national securities exchange.



 


	6.	Through
                                            September 30, 2022, the Recipient shall not pay dividends, or make any other capital distributions,
                                            with respect to the common stock (or equivalent equity interest) of the Recipient.



 






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Limitations
on Certain Compensation


 


	7.	Beginning
                                            April 1, 2021, and ending April 1, 2023, the Recipient and its Affiliates shall not pay any
                                            of the Recipient's Corporate Officers or Employees whose Total Compensation exceeded $425,000
                                            in calendar year 2019 (other than an Employee whose compensation is determined through an
                                            existing collective bargaining agreement entered into before March 11, 2021):



 


		a.	Total
                                            Compensation which exceeds, during any 12 consecutive months of such two-year period, the
                                            Total Compensation the Corporate Officer or Employee received in calendar year 2019; or



 


		b.	Severance
                                            Pay or Other Benefits in connection with a termination of employment with the Recipient which
                                            exceed twice the maximum Total Compensation received by such Corporate Officer or Employee
                                            in calendar year 2019.



 


	8.	Beginning
                                            April 1, 2021, and ending April 1, 2023, the Recipient and its Affiliates shall not pay,
                                            during any 12 consecutive months of such two-year period, any of the Recipient's Corporate
                                            Officers or Employees whose Total Compensation exceeded $3,000,000 in calendar year 2019
                                            Total Compensation in excess of the sum of:



 


		a.	$3,000,000;
                                            and



 


		b.	50
                                            percent of the excess over $3,000,000 of the Total Compensation received by such Corporate
                                            Officer or Employee in calendar year 2019.



 


	9.	For
                                            purposes of determining applicable amounts under paragraphs 7 and 8 with respect to any Corporate
                                            Officer or Employee who was employed by the Recipient or an Affiliate for less than all of
                                            calendar year 2019, the amount of Total Compensation in calendar year 2019 shall mean such
                                            Corporate Officer's or Employee's Total Compensation on an annualized basis.



 


Service
and Eligibility


 


	10.1.	If
                                            the Recipient is
                                            an air carrier, until March 1, 2022, the Recipient shall comply with any applicable requirement
                                            issued by the Secretary of Transportation under section 407 of the PSP Extension Law to maintain
                                            scheduled air transportation service to any point served by the Recipient before March 1,
                                            2020.



 


	10.2.	The
                                            Recipient represents, warrants, and certifies that as of March 31, 2021, the Recipient:



 


		a.	provided
                                            air transportation as an air carrier, as defined under 49 U.S.C. § 40102; or



 


		b.	(i)
                                            performed, under contract with a passenger air carrier conducting operations under 14 CFR
                                            part 121, (A) catering functions; or (B) functions on the property of an airport that
                                            were directly related to the air transportation of persons, property, or mail, including
                                            the loading and unloading of property on aircraft, assistance to passengers under 14 CFR
                                            part 382, security, airport ticketing and check-in functions, groundhandling of aircraft,
                                            or aircraft cleaning and sanitization functions and waste removal; or (ii) was a subcontractor
                                            that performed such functions.



 






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	10.3.	The Recipient represents, warrants, and certifies that between
March 31, 2021, and the effective date of this Agreement, it has not:




 


		a.	conducted
                                            an Involuntary Termination or Furlough;



 


		b.	reduced,
                                            without the Employee's consent, (i) the pay rate of any Employee earning a Salary, or (ii)
                                            the pay rate of any Employee earning Wages; or



 


		c.	except
                                            in the case of a Permitted Termination or Furlough, reduced, without the Employee's consent,
                                            the Benefits of any Employee (provided, however, that for purposes of this subparagraph,
                                            personnel expenses associated with the performance of work duties, including those described
                                            in line 10 of Financial Reporting Schedule P6, Form 41, as published by the Department of
                                            Transportation, may be reduced to the extent the associated work duties are not performed).



 


Effective
Date 


 


	11.	This
                                            Agreement shall be effective as of the date of its execution by both parties.



 


Reporting
and Auditing 


 


	12.	Until
                                            the calendar quarter that begins after the later of January 1, 2023, and the date on which
                                            no Taxpayer Protection Instrument is outstanding, not later than 45 days after the end of
                                            each of the first three calendar quarters of each calendar year and 90 days after the end
                                            of each calendar year, the Signatory Entity, on behalf of itself and each other Recipient,
                                            shall certify to Treasury that it is in compliance with the terms and conditions of this
                                            Agreement and provide a report containing the following:



 


		a.	the
                                            amount of Payroll Support funds expended during such quarter;



 


		b.	the
                                            Recipient's financial statements (audited by an independent certified public accountant,
                                            in the case of annual fmancial statements);



 


		c.	a
                                            copy of the Recipient's IRS Form 941 filed with respect to such quarter; and



 


		d.	a
                                            detailed summary describing, with respect to the Recipient, (a) any changes in Employee headcount
                                            during such quarter and the reasons therefor, including any Involuntary Termination or Furlough,
                                            (b) any changes in the amounts spent by the Recipient on Employee Wages, Salary, and Benefits
                                            during such quarter, and (c) any changes in Total Compensation for, and any Severance Pay
                                            or Other Benefits in connection with the termination of, Corporate Officers and Employees
                                            subject to limitation under this Agreement during such quarter; and the reasons for any such
                                            changes.



 


	13.	If
                                            the Recipient or any Affiliate, or any Corporate Officer of the Recipient or any Affiliate,
                                            becomes aware of facts, events, or circumstances that may materially affect the Recipient's
                                            compliance with the terms and conditions of this Agreement, the Recipient or Affiliate shall
                                            promptly provide Treasury with a written description of the events or circumstances and any
                                            action taken, or contemplated, to address the issue.



 


	14.	In
                                            the event the Recipient contemplates any action to commence a bankruptcy or insolvency proceeding
                                            in any jurisdiction, the Recipient shall promptly notify Treasury.



 






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	15.	The
                                            Recipient shall:



 


		a.	Promptly
                                            provide to Treasury and the Treasury Inspector General a copy of any Department of Transportation
                                            Inspector General report, audit report, or report of any other oversight body, that is received
                                            by the Recipient relating to this Agreement.



 


		b.	Immediately
                                            notify Treasury and the Treasury Inspector General of any indication of fraud, waste, abuse,
                                            or potentially criminal activity pertaining to the Payroll Support.



 


		c.	Promptly
                                            provide Treasury with any information Treasury may request relating to compliance by the
                                            Recipient and its Affiliates with this Agreement.



 


	16.	The
                                            Recipient and Affiliates will provide Treasury, the Treasury Inspector General, and such
                                            other entities as authorized by Treasury timely and unrestricted access to all documents,
                                            papers, or other records, including electronic records, of the Recipient related to the Payroll
                                            Support, to enable Treasury and the Treasury Inspector General to make audits, examinations,
                                            and otherwise evaluate the Recipient's compliance with the terms of this Agreement. This
                                            right also includes timely and reasonable access to the Recipient's and its Affiliates' personnel
                                            for the purpose of interview and discussion related to such documents. This right of access
                                            shall continue as long as records are required to be retained. In addition, the Recipient
                                            will provide timely reports as reasonably required by Treasury, the Treasury Inspector General,
                                            and such other entities as authorized by Treasury to comply with applicable law and to assess
                                            program effectiveness.



 


Recordkeeping
and Internal Controls


 


	17.	If
                                            the Recipient is a debtor as defined under 11 U.S.C. § 101(13), the Payroll Support
                                            funds, any claim or account receivable arising under this Agreement, and any segregated account
                                            holding funds received under this Agreement shall not constitute or become property of the
                                            estate under 11 U.S.C. § 541.



 


	18.	The
                                            Recipient shall expend and account for Payroll Support funds in a manner sufficient to:



 


		a.	Permit
                                            the preparation of accurate, current, and complete quarterly reports as required under this
                                            Agreement.



 


		b.	Permit
                                            the tracing of funds to a level of expenditures adequate to establish that such funds have
                                            been used as required under this Agreement.



 


	19.	The
                                            Recipient shall establish and maintain effective internal controls over the Payroll Support;
                                            comply with all requirements related to the Payroll Support established under applicable
                                            Federal statutes and regulations; monitor compliance with Federal statutes, regulations,
                                            and the terms and conditions of this Agreement; and take prompt corrective actions in accordance
                                            with audit recommendations. The Recipient shall promptly remedy any identified instances
                                            of noncompliance with this Agreement.



 






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	20.	The
                                            Recipient and Affiliates shall retain all records pertinent to the receipt of Payroll Support
                                            and compliance with the terms and conditions of this Agreement (including by suspending any
                                            automatic deletion functions for electronic records, including e-mails) for a period of three
                                            years following the period of performance. Such records shall include all information necessary
                                            to substantiate factual representations made in the supporting documents submitted by the
                                            Recipient related to the Payroll Support, including ledgers and sub-ledgers, and the Recipient's
                                            and Affiliates' compliance with this Agreement. While electronic storage of records (backed
                                            up as appropriate) is preferable, the Recipient and Affiliates may store records in hardcopy
                                            (paper) format. The term "records" includes all relevant fmancial and accounting
                                            records and all supporting documentation for the information reported on the Recipient's
                                            quarterly reports.



 


	21.	If
                                            any litigation, claim, investigation, or audit relating to the Payroll Support is started
                                            before the expiration of the three-year period, the Recipient and Affiliates shall retain
                                            all records described in paragraph 20 until all such litigation, claims, investigations,
                                            or audit findings have been completely resolved and final judgment entered or final action
                                            taken.



 


Remedies


 


	22.	If
                                            Treasury believes that an instance of noncompliance by the Recipient or an Affiliate with
                                            (a) this Agreement, (b) section 7301 of the ARP, or (c) the Internal Revenue Code of 1986
                                            as it applies to the receipt of Payroll Support has occurred, Treasury may notify the Recipient
                                            in writing of its proposed determination of noncompliance, provide an explanation of the
                                            nature of the noncompliance, and specify a proposed remedy. Upon receipt of such notice,
                                            the Recipient shall, within seven days, accept Treasury's proposed remedy, propose an alternative
                                            remedy, or provide information and documentation contesting Treasury's proposed determination.
                                            Treasury shall consider any such submission by the Recipient and make a final written determination,
                                            which will state Treasury's findings regarding noncompliance and the remedy to be imposed.



 


	23.	If
                                            Treasury makes a final determination under paragraph 22 that an instance of noncompliance
                                            has occurred, Treasury may, in its sole discretion, withhold any Additional Payroll Support
                                            Payments; require the repayment of the amount of any previously disbursed Payroll Support,
                                            with appropriate interest; require additional reporting or monitoring; initiate suspension
                                            or debarment proceedings as authorized under 2 CFR Part 180; terminate this Agreement; or
                                            take any such other action as Treasury, in its sole discretion, deems appropriate.



 








	24.	Treasury
                                            may make a final determination regarding noncompliance without regard to paragraph 22 if
                                            Treasury determines, in its sole discretion, that such determination is necessary to protect
                                            a material interest of the Federal Government. In such event, Treasury shall notify the Recipient
                                            of the remedy that Treasury, in its sole discretion, shall impose, after which the Recipient
                                            may contest Treasury's final determination or propose an alternative remedy in writing to
                                            Treasury. Following the receipt of such a submission by the Recipient, Treasury may, in its
                                            sole discretion, maintain or alter its final determination.



 






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	25.	Any
                                            final determination of noncompliance and any final determination to take any remedial action
                                            described herein shall not be subject to further review. To the extent permitted by law,
                                            the Recipient waives any right to judicial review of any such determinations and further
                                            agrees not to assert in any court any claim arising from or relating to any such determination
                                            or remedial action.



 


	26.	Instead
                                            of, or in addition to, the remedies listed above, Treasury may refer any noncompliance or
                                            any allegations of fraud, waste, or abuse to the Treasury Inspector General.



 


	27.	Treasury,
                                            in its sole discretion, may grant any request by the Recipient for termination of this Agreement,
                                            which such request shall be in writing and shall include the reasons for such termination,
                                            the proposed effective date of the termination, and the amount of any unused Payroll Support
                                            funds the Recipient requests to return to Treasury. Treasury may, in its sole discretion,
                                            determine the extent to which the requirements under this Agreement may cease to apply following
                                            any such termination.



 


	28.	If
                                            Treasury determines that any remaining portion of the Payroll Support will not accomplish
                                            the purpose of this Agreement, Treasury may terminate this Agreement in its entirety to the
                                            extent permitted by law.



 


Debts


 


	29.	Any
                                            Payroll Support in excess of the amount which Treasury determines, at any time, the Recipient
                                            is authorized to receive or retain under the terms of this Agreement constitutes a debt to
                                            the Federal Government.



 


	30.	Any
                                            debts determined to be owed by the Recipient to the Federal Government shall be paid promptly
                                            by the Recipient. A debt is delinquent if it has not been paid by the date specified in Treasury's
                                            initial written demand for payment, unless other satisfactory arrangements have been made.
                                            Interest, penalties, and administrative charges shall be charged on delinquent debts in accordance
                                            with 31 U.S.C. § 3717, 31 CFR 901.9, and paragraphs 31 and 32. Treasury will refer any
                                            debt that is more than 180 days delinquent to Treasury's Bureau of the Fiscal Service for
                                            debt collection services.



 


	31.	Penalties
                                            on any debts shall accrue at a rate of not more than 6 percent per year or such other higher
                                            rate as authorized by law.



 


	32.	Administrative
                                            charges relating to the costs of processing and handling a delinquent debt shall be determined
                                            by Treasury.



 


	33.	The
                                            Recipient shall not use funds from other federally sponsored programs to pay a debt to the
                                            government arising under this Agreement.



 






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Protections
for Whistleblowers


 


	34.	In
                                            addition to other applicable whistleblower protections, in accordance with 41 U.S.C. §
                                            4712, the Recipient shall not discharge, demote, or otherwise discriminate against an Employee
                                            as a reprisal for disclosing information to a Person listed below that the Employee reasonably
                                            believes is evidence of gross mismanagement of a Federal contract or grant, a gross waste
                                            of Federal funds, an abuse of authority relating to a Federal contract or grant, a substantial
                                            and specific danger to public health or safety, or a violation of law, rule, or regulation
                                            related to a Federal contract (including the competition for or negotiation of a contract)
                                            or grant:



 


		a.	A
                                            Member of Congress or a representative of a committee of Congress;



 


		b.	An
                                            Inspector General;



 


		c.	The
                                            Government Accountability Office;



 


		d.	A
                                            Treasury employee responsible for contract or grant oversight or management;



 


		e.	An
                                            authorized official of the Department of Justice or other law enforcement agency;



 


		f.	A
                                            court or grand jury; or



 


		g.	A
                                            management official or other Employee of the Recipient who has the responsibility to investigate,
                                            discover, or address misconduct.



 


Lobbying


 


	35.	The
                                            Recipient shall comply with the provisions of 31 U.S.C. § 1352, as amended, and with
                                            the regulations at 31 CFR Part 21.



 


Non-Discrimination


 


	36.	The
                                            Recipient shall comply with, and hereby assures that it will comply with, all applicable
                                            Federal statutes and regulations relating to nondiscrimination including:



 


		a.	Title
                                            VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.), including Treasury's
                                            implementing regulations at 31 CFR Part 22;



 


		b.	Section
                                            504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794);



 


		c.	The
                                            Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101-6107), including
                                            Treasury's implementing regulations at 31 CFR Part 23 and the general age discrimination
                                            regulations at 45 CFR Part 90; and



 


		d.	The
                                            Air Carrier Access Act of 1986 (49 U.S.C. § 41705). 



 






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Additional
Reporting


 


	37.	Within
                                            seven days after the date of this Agreement, the Recipient shall register in SAM.gov, and
                                            thereafter maintain the currency of the information in SAM.gov until at least January 1,
                                            2023. The Recipient shall review and update such information at least annually after the
                                            initial registration, and more frequently if required by changes in the Recipient's information.
                                            The Recipient agrees that this Agreement and information related thereto, including the Maximum
                                            Awardable Amount and any executive total compensation reported pursuant to paragraph 38,
                                            may be made available to the public through a U.S. Government website, including SAM.gov.



 


	38.	For
                                            purposes of paragraph 37, the Recipient shall report total compensation as defined in paragraph
                                            e.6 of the award term in 2 CFR part 170, App. A for each of the Recipient's five most highly
                                            compensated executives for the preceding completed fiscal year, if:



 


		a.	the
                                            total Payroll Support is $25,000 or more;



 


		b.	in
                                            the preceding fiscal year, the Recipient received:



 


		i.	80
                                            percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts)
                                            and Federal financial assistance, as defined at 2 CFR 170.320 (and subawards); and



 


		ii.	$25,000,000
                                            or more in annual gross revenues from Federal procurement contracts (and subcontracts) and
                                            Federal financial assistance, as defined at 2 CFR 170.320 (and subawards); and



 


		c.	the
                                            public does not have access to information about the compensation of the executives through
                                            periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934
                                            (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. To determine
                                            if the public has access to the compensation information, the Recipient shall refer to U.S.
                                            Securities and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.



 


	39.	The
                                            Recipient shall report executive total compensation described in paragraph 38:



 


		a.	as
                                            part of its registration profile at https://www.sam.gov; and



 


		b.	within
                                            five business days after the end of each month following the month in which this Agreement
                                            becomes effective, and annually thereafter.



 


	40.	The
                                            Recipient agrees that, from time to time, it will, at its own expense, promptly upon reasonable
                                            request by Treasury, execute and deliver, or cause to be executed and delivered, or use its
                                            commercially reasonable efforts to procure, all instruments, documents and information, all
                                            in form and substance reasonably satisfactory to Treasury, to enable Treasury to ensure compliance
                                            with, or effect the purposes of, this Agreement, which may include, among other documents
                                            or information, (a) certain audited financial statements of the Recipient, (b) documentation
                                            regarding the Recipient's revenues derived from its business as a passenger air carrier or
                                            regarding the passenger air carriers for which the Recipient provides services as a contractor
                                            (as the case may be), and (c) the Recipient's most recent quarterly Federal tax returns.
                                            The Recipient agrees to provide Treasury with such documents or information promptly.



 






    12


     


    

 


	41	If
                                            the total value of the Recipient's currently active grants, cooperative agreements, and procurement
                                            contracts from all Federal awarding agencies exceeds $10,000,000 for any period before termination
                                            of this Agreement, then the Recipient shall make such reports as required by 2 CFR part 200,
                                            Appendix XII.



 


Other


 


	42.	[Reserved]



 


	43.	Notwithstanding
                                            any other provision of this Agreement, the Recipient has no right to, and shall not, transfer,
                                            pledge, mortgage, encumber, or otherwise assign this Agreement or any Payroll Support provided
                                            under this Agreement, or any interest therein, or any claim, account receivable, or funds
                                            arising thereunder or accounts holding Payroll Support, to any party, bank, trust company,
                                            or other Person without the express written approval of Treasury.



 


	44.	The
                                            Signatory Entity will cause its Affiliates to comply with all of their obligations under
                                            or relating to this Agreement.



 


	45.	Unless
                                            otherwise provided in guidance issued by Treasury or the Internal Revenue Service, the form
                                            of any Taxpayer Protection Instrument held by Treasury and any subsequent holder will be
                                            treated as such form for purposes of the Internal Revenue Code of 1986 (for example, a Taxpayer
                                            Protection Instrument in the form of a note will be treated as indebtedness for purposes
                                            of the Internal Revenue Code of 1986).



 


	46.	This
                                            Agreement may not be amended or modified except pursuant to an agreement in writing entered
                                            into by the Recipient and Treasury, except that Treasury may unilaterally amend this Agreement
                                            if required in order to comply with applicable Federal law or regulation.



 


	47.	Subject
                                            to applicable law, Treasury may, in its sole discretion, waive any term or condition under
                                            this Agreement imposing a requirement on the Recipient or any Affiliate.



 


	48.	This
                                            Agreement shall bind and inure to the benefit of the parties and their respective heirs,
                                            executors, administrators, successors, and assigns.



 


	49.	The
                                            Recipient represents and warrants to Treasury that this Agreement, and the issuance and delivery
                                            to Treasury of the Taxpayer Protection Instruments, if applicable, have been duly authorized
                                            by all requisite corporate and, if required, stockholder action, and will not result in the
                                            violation by the Recipient of any provision of law, statute, or regulation, or of the articles
                                            of incorporation or other constitutive documents or bylaws of the Recipient, or breach or
                                            constitute an event of default under any material contract to which the Recipient is a party.



 






    13


     


    

 


	50.	The
                                            Recipient represents and warrants to Treasury that this Agreement has been duly executed
                                            and delivered by the Recipient and constitutes a legal, valid, and binding obligation of
                                            the Recipient enforceable against the Recipient in accordance with its terms.



 


	51.	This
                                            Agreement may be executed in counterparts, each of which shall constitute an original, but
                                            all of which together shall constitute a single contract.



 


	52.	The
                                            words "execution," "signed," "signature," and words of like
                                            import in any assignment shall be deemed to include electronic signatures or the keeping
                                            of records in electronic form, each of which shall be of the same legal effect, validity
                                            or enforceability as a manually executed signature or the use of a paper-based recordkeeping
                                            system, as the case may be, to the extent and as provided for in any applicable law, including
                                            the Federal Electronic Signatures in Global and National Commerce Act, the New York State
                                            Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
                                            Electronic Transactions Act. Notwithstanding anything herein to the contrary, delivery of
                                            an executed counterpart of a signature page of this Agreement by electronic means, or confirmation
                                            of the execution of this Agreement on behalf of a party by an email from an authorized signatory
                                            of such party, shall be effective as delivery of a manually executed counterpart of this
                                            Agreement.



 


	53.	The
                                            captions and paragraph headings appearing herein are included solely for convenience of reference
                                            and are not intended to affect the interpretation of any provision of this Agreement.



 


	54.	This
                                            Agreement is governed by and shall be construed in accordance with Federal law. Insofar as
                                            there may be no applicable Federal law, this Agreement shall be construed in accordance with
                                            the laws of the State of New York, without regard to any rule of conflicts of law (other
                                            than section 5-1401 of the New York General Obligations Law) that would result in the application
                                            of the substantive law of any jurisdiction other than the State of New York.



 


	55.	Nothing
                                            in this Agreement shall require any unlawful action or inaction by either party.



 


	56.	The
                                            requirement pertaining to trafficking in persons at 2 CFR 175.15(b) is incorporated herein
                                            and made applicable to the Recipient.



 


	57.	This
                                            Agreement, together with the attachments hereto, including the Payroll Support Program 3
                                            Certification and any attached terms regarding Taxpayer Protection Instruments, constitute
                                            the entire agreement of the parties relating to the subject matter hereof and supersede any
                                            previous agreements and understandings, oral or written, relating to the subject matter hereof.
                                            There may exist other agreements between the parties as to other matters, which are not affected
                                            by this Agreement and are not included within this integration clause.



 


	58.	No
                                            failure by either party to insist upon the strict performance of any provision of this Agreement
                                            or to exercise any right or remedy hereunder, and no acceptance of full or partial Payroll
                                            Support (if applicable) or other performance by either party during the continuance of any
                                            such breach, shall constitute a waiver of any such breach of such provision.



 






    14


     


    

 


ATTACHMENT


 


Payroll
Support Program 3 Certification of Corporate Officer of Recipient


 






    15


     


    

 


PAYROLL
SUPPORT PROGRAM 3


 


CERTIFICATION
OF CORPORATE OFFICER OF RECIPIENT


 


In
connection with the Payroll Support Program 3 Agreement (Agreement) between Sun Country, Inc. dba Sun Country Airlines and the Department
of the Treasury (Treasury) relating to Payroll Support being provided by Treasury to the Recipient under section 7301 of the American
Rescue Plan Act of 2021, I hereby certify under penalty of perjury to the Treasury that all of the following are true and correct. Capitalized
terms used but not defined herein have the meanings set forth in the Agreement.


 


(1)  
I have the authority to make the following representations on behalf of myself and the Recipient. I understand that these representations
will be relied upon as material in the decision by Treasury to provide Payroll Support to the Recipient.


 


(2)  
The information, certifications, attachments, and other information provided by the Recipient to Treasury related to the Payroll Support
are true and correct and do not contain any materially false, fictitious, or fraudulent statement, nor any concealment or omission of
any material fact.


 


(3)  
The Recipient has the legal authority to apply for the Payroll Support, and it has the institutional, managerial, and financial capability
to comply with all obligations, terms, and conditions set forth in the Agreement and any attachment thereto.


 


(4)  
The Recipient and any Affiliate will give Treasury, Treasury's designee or the Treasury Office of Inspector General (as applicable) access
to, and opportunity to examine, all documents, papers, or other records of the Recipient or Affiliate pertinent to the provision of Payroll
Support made by Treasury to the Recipient, in order to make audits, examinations, excerpts, and transcripts.


 


(5)  
No Federal appropriated funds, including Payroll Support, have been paid or will be paid, by or on behalf of the Recipient, to any person
for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the
making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification
of any Federal contract, grant, loan, or cooperative agreement.


 


(6)  
If the Payroll Support exceeds $100,000, the Recipient shall comply with the disclosure requirements in 31 CFR Part 21 regarding any
amounts paid for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with the Payroll Support.


 






     


     


    

 


I
acknowledge that a materially false, fictitious, or fraudulent statement (or concealment or omission of a material fact) in this certification
may be the subject of criminal prosecution and also may subject me and the Recipient to civil penalties and/or administrative remedies
for false claims or otherwise.


 


	/s/ David
    M Davis	 	/s/ Eric M. Levenhagen
	First Authorized Representative	 	Second Authorized Representative
	Name:	David M Davis                       	 	Name: 	Eric M. Levenhagen                                              
	Title:	President & CFO	 	Title:	General Counsel & Chief Admin Officer
	Date:	4/23/2021	 	Date:	4/23/2021