Exhibit 10.3 (a)


  





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


Amendment No. 9


to the A318/A319 Purchase Agreement

dated as of March 10, 2000


between


AVSA, S.A.R.L.


and


Frontier Airlines, Inc.


This Amendment
No. 9 (hereinafter referred to as the “Amendment”)
is entered into as of February 16, 2006, between AVSA, S.A.R.L., a société à
responsabilité limitée organized and existing under the laws of the Republic of
France, having its registered office located at 2, Rond-Point Maurice Bellonte,
31700 Blagnac, France (hereinafter referred to as the “Seller”), and Frontier Airlines, Inc., a
corporation organized and existing under the laws of the State of Colorado,
United States of America, having its principal corporate offices located at
7001 Tower Road, Denver, CO 80249-7312 USA (hereinafter referred to as the “Buyer”).


WITNESSETH


WHEREAS, the
Buyer and the Seller entered into an A318/A319 Purchase Agreement, dated as of
March 10, 2000, relating to the sale by the Seller and the purchase by the
Buyer of certain Airbus A318-100 and A319-100 aircraft, which, together with
all Exhibits, Appendixes and Letter Agreements attached thereto and as amended
by Amendment No. 1, dated as of July 17, 2000, Amendment No. 2, dated as of
November 6, 2000, Amendment No. 3, dated as of June 18, 2001, Amendment No. 4,
dated as of November 30, 2001, Amendment No. 5, dated as of March 8, 2002,
Amendment No. 6, dated as of March 19, 2002, Amendment No. 7, dated as of June
3, 2002 and Amendment No. 8 dated as of August 20, 2003, is hereinafter called
the “Agreement,” pursuant to which
eleven (11) Additional A319 Aircraft remain to be delivered. 


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WHEREAS, the
Buyer and the Seller wish to amend the Agreement to convert certain of the
aircraft to be delivered from one model to another, to modify the delivery
schedule set forth in the Agreement, to provide for the Buyer’s firm order of
six (6) firmly ordered aircraft that will be additional to those already firmly
ordered and to provide certain other changes in the terms and conditions of the
Agreement, all as provided below.


NOW,
THEREFORE, IT IS AGREED AS FOLLOWS


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


	
 

	
 


	
1.

	
CLAUSE 9: DELIVERY SCHEDULE


	
 

	
 


	
1.1

	
Conversion
  into A318 Aircraft


	
 

	
 


	
 

	
The parties
  agree that four (4) Additional A319 Aircraft scheduled to be delivered in
  [***] 2007, [***] 2007, [***] 2007 and [***] 2007 will be converted to four
  (4) A318-100 aircraft (the “Converted A318
  Aircraft”) for delivery as follows: one in each of the months of
  [***] 2007, [***] 2007, [***] 2007 and [***] 2007.


	
 

	
 


	
 

	
Terms and
  conditions applicable to A318 Aircraft will apply to the Converted A318
  Aircraft, except to the extent otherwise set forth in this Amendment.


	
 

	
 


	
1.2

	
Conversion
  into A320 Aircraft


	
 

	
 


	
 

	
The parties
  agree that four (4) Additional A319 Aircraft scheduled to be delivered in
  [***] 2007, [***] 2007, [***] 2008 and [***] 2008 will be converted to A320
  Aircraft (the “Converted A320 Aircraft”)
  for delivery as follows: one (1) in each of [***] 2008, [***] 2008, [***]
  2009, [***] 2009.


	
 

	
 


	
 

	
Terms and
  conditions applicable to A320 Aircraft will apply to the Converted A320
  Aircraft, except if and to the extent otherwise set forth in this Amendment.


	
 

	
 


	
1.3

	
Incremental
  A320 Aircraft


	
 

	
 


	
 

	
The Buyer
  will purchase six (6) Purchase Right Aircraft as A320-200 aircraft (the “Incremental A320
Aircraft”) for delivery
  as follows: one (1) in each of [***] 2009, [***] 2009, [***] 2009, [***]
  2010, [***] 2010, [***] 2010.





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Terms and
  conditions applicable to A320 Aircraft will apply to the Incremental A320
  Aircraft, except if and to the extent otherwise set forth in this Amendment.


	
 

	
 


	
1.4

	
Revised
  Delivery Schedule


	
 

	
 


	
 

	
As a
  consequence of Paragraphs 1.1, 1.2 and 1.3 above, the delivery schedule set
  forth in Clause 9.1.1 of the Agreement is hereby deleted and replaced with
  the following schedule according to which the Aircraft remaining will be
  delivered:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
QUOTE

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Aircraft

No.  

	
 

	
A/C ID 

	
 

	
Aircraft
Type

	
 

	
Delivery

	
 


	
 

	


	
 

	


	
 

	


	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
22

	
 

	
166890

	
 

	
Additional A319 Aircraft

	
 

	
[***]

	
2006


	
 

	
23

	
 

	
166891

	
 

	
Additional
  A319 Aircraft

	
 

	
[***]

	
2006


	
 

	
24

	
 

	
166892

	
 

	
Additional
  A319 Aircraft

	
 

	
[***]

	
2006


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
25

	
 

	
166893

	
 

	
Converted
  A318 Aircraft

	
 

	
[***]

	
2007


	
 

	
26

	
 

	
166894

	
 

	
Converted
  A318 Aircraft

	
 

	
[***]

	
2007


	
 

	
27

	
 

	
166895

	
 

	
Converted
  A318 Aircraft

	
 

	
[***]

	
2007


	
 

	
28

	
 

	
166896

	
 

	
Converted
  A318 Aircraft

	
 

	
[***]

	
2007


	
 

	
29

	
 

	
 

	
 

	
Converted
  A320 Aircraft

	
 

	
[***]

	
2008


	
 

	
30

	
 

	
 

	
 

	
Converted
  A320 Aircraft

	
 

	
[***]

	
2008


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
31

	
 

	
 

	
 

	
Converted
  A320 Aircraft

	
 

	
[***]

	
2009


	
 

	
32

	
 

	
 

	
 

	
Converted
  A320 Aircraft

	
 

	
[***]

	
2009


	
 

	
33

	
 

	
 

	
 

	
Incremental
  A320 Aircraft

	
 

	
[***]

	
2009


	
 

	
34

	
 

	
 

	
 

	
Incremental
  A320 Aircraft

	
 

	
[***]

	
2009


	
 

	
35

	
 

	
 

	
 

	
Incremental
  A320 Aircraft

	
 

	
[***]

	
2009


	
 

	
36

	
 

	
 

	
 

	
Incremental
  A320 Aircraft

	
 

	
[***]

	
2010


	
 

	
37

	
 

	
 

	
 

	
Incremental
  A320 Aircraft

	
 

	
[***]

	
2010


	
 

	
38

	
 

	
 

	
 

	
Incremental
  A320 Aircraft

	
 

	
[***]

	
2010








	
 

	
 


	
 

	
UNQUOTE


	
 

	
 


	
2.

	
A320 [***] 


	
 

	
 


	
 

	
The Seller
  grants the Buyer the right to [***] of the Incremental A320 Aircraft
  scheduled for Delivery in [***] and [***] (the “[***]”), subject to the
  following terms and conditions:





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(i)

	
The Buyer
  may exercise each [***] individually by giving written notice to the Seller
  of its wish to do so by written notice at least [***] months prior to [***].
  This notice will state the Buyer’s desired [***], subject to the condition in
  Paragraph 2(ii) below.


	
 

	
 

	
 


	
 

	
(ii)

	
A [***] will
  entitle the Buyer to [***] applicable Incremental A320 Aircraft [***],[***]
  Incremental A320 Aircraft is [***]. Promptly after receipt of the Buyer’s
  notice the Seller will offer the Buyer [***], subject to the Seller’s
  commercial and industrial constraints. The Buyer will accept [***] by written
  notice to the Seller within five (5) Working Days after receipt of the
  Seller’s notice.


	
 

	
 

	
 


	
 

	
(iii)

	
In respect
  of each Incremental A320 Aircraft for which the Buyer fails to exercise a [***]
  in time to meet the conditions set forth in Paragraph 2(i) above, such [***]
  will be deemed waived and the [***]. 


	
 

	
 

	
 


	
3.

	
[***] CONCESSIONS


	
 

	
 

	
 


	
 

	
The Seller grants the Buyer a discount off the price of [***]
  of the Additional A319 Aircraft
  remaining to be delivered, Converted A320 Aircraft and Incremental A320 Aircraft. This discount is [***] of
  the price of the [***] set forth in the [***], the price catalog published by the Manufacturer that applies to
[***]. 


	
 

	
 


	
 

	
This
  concession will apply so long as the Buyer respects the [***] requirement specified in [***].


	
 

	
 

	
 


	
4.

	
A319/A320 PRICE CONCESSIONS


	
 

	
 

	
 


	
4.1

	
The Seller
  will provide the Buyer with the following credits for Additional A319
  Aircraft, Converted A320 Aircraft and Incremental A320 Aircraft, to be
  referred to collectively as the “Amendment 9 A319/A320 Credits”: 


	
 

	
 

	
 


	
 

	
(i)

	
In respect
  only of each of the [***] Aircraft for which delivery months are set forth in
  Paragraph 1.4 herein, an “[***] Credit Memorandum” of [***], in addition to
  any other credits in the Agreement applicable to Additional [***] Aircraft.


	
 

	
 

	
 


	
 

	
(ii)

	
In respect
  only of each of the [***] Aircraft for which delivery months are set forth in
  Paragraph 1.4 herein, an “[***] Credit Memorandum” of [***] in addition to
  any other credits in the Agreement applicable to [***] Aircraft.





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(iii)

	
In respect
  only of each of the [***] Aircraft for which delivery months are set forth in
  Paragraph 1.4 herein, an [***] of [***], in addition to any other credits in
  the Agreement applicable to [***] Aircraft.


	
 

	
 

	
 


	
 

	
(iv)

	
In respect
  only of each of the [***] Aircraft for which delivery months are set forth in
  Paragraph 1.4 herein, an [***] credit memorandum of [***], in addition to any
  other credits in the Agreement applicable to [***] Aircraft.


	
 

	
 

	
 


	
4.2

	
Amendment 9
  A319/A320 Credits are quoted at January 2003 delivery conditions and are
  subject to escalation in accordance with the Seller Price Revision Formula in
  Exhibit 2 to Amendment No. 8 to the Agreement. At the Buyer’s option, each
  Amendment 9 A319/A320 Credit will be (i) applied by the Seller against the
  Final Contract Price of the Additional A319 Aircraft, Converted A320 Aircraft
  or Incremental A320 Aircraft, as applicable, on Delivery thereof or (ii) applied
  by the Buyer on or after such Delivery against the purchase of product
  support related goods and services from the Seller or its Affiliates.


	
 

	
 

	
 


	
4.3

	
The Seller
  will train [***] of the Buyer’s flight crews for each of the [***] Aircraft,
  for up to a total [***] such crews. No other training support otherwise
  provided in the Agreement will apply to the [***] Aircraft.


	
 

	
 


	
 

	
In addition,
  however, the Buyer grants the Seller the right to [***].[***] will be [***]
  at a time and location mutually agreeable to the Buyer and the [***]. The
  [***] will be available in [***] Aircraft; however, such [***] of the
  applicable [***] Aircraft.


	
 

	
 


	
4.4

	
It is
  understood that no field service provided on a per-Aircraft basis will apply
  to the [***] Aircraft.


	
 

	
 


	
5.

	
A318 PRICES


	
 

	
 


	
5.1

	
In respect
  of each of the four (4) Converted A318 Aircraft, Clause 3.1.1 of the
  Agreement is deleted and replaced with the following text between the words
  QUOTE and UNQUOTE:


	
 

	
 


	
 

	
QUOTE


	
 

	
 


	
 

	
3.1.1

	
Converted
  A318 Aircraft


	
 

	
 

	
 


	
 

	
 

	
The Base
  Price of each Converted A318 Aircraft is the sum of 





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(i)

	
the Base
  Price of the Converted A318 Aircraft (as such aircraft is defined in the A318
  Standard Specification, excluding Buyer Furnished Equipment and SCNs), at delivery
  conditions prevailing in January 2003, which is:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[***]


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[***], and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the Base
  Price of any and all SCNs mutually agreed upon prior to the signature of
  Amendment No. 9 to this Agreement, at delivery conditions prevailing in
  January 2003, which is:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[***]


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
[***].


	
 

	
 

	
 

	
 


	
 

	
 

	
UNQUOTE


	
 

	
 

	
 


	
5.2

	
In respect
  of each of the four (4) Converted A318 Aircraft, Clause 3.2 of the Agreement
  is deleted and replaced by the following text between the words QUOTE and
  UNQUOTE:


	
 

	
 

	
 

	
 


	
 

	
QUOTE


	
 

	
 

	
 

	
 


	
 

	
3.2

	
 

	
Final
  Contract Price


	
 

	
 

	
 

	
 


	
 

	
3.2.1

	
 

	
The Final
  Contract Price of a Converted A318 Aircraft will be the sum of:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the Base
  Price of the Converted A318 Aircraft, as adjusted to the Delivery Date of
  such Aircraft in accordance with the Seller Price Revision Formula set forth
  in Exhibit 2 to Amendment No. 8 to the Agreement;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the price
  (as of delivery conditions prevailing in January 2003) of any SCNs for
  Converted A318 Aircraft entered into after the date of execution of this
  Agreement, as adjusted to the Delivery Date in accordance with the Seller
  Price Revision Formula set forth in Exhibit 2 to Amendment No. 8 to the
  Agreement; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
any other
  amount that is expressly stated to be included in the Final Contract Price of
  a Converted A318 Aircraft pursuant to any other





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provisions
  of this Agreement and/or any other written agreement between the Buyer and
  the Seller relating to the Converted A318 Aircraft.


	
 

	
 

	
 

	
 


	
 

	
 

	
UNQUOTE


	
 

	
 

	
 


	
6.

	
A318 PRICE CONCESSIONS


	
 

	
 

	
 

	
 


	
6.1

	
The price
  concessions in Paragraph 6.2 herein are the only price concessions applicable
  to the Converted A318 Aircraft.


	
 

	
 

	
 

	
 


	
6.2

	
In respect
  of each of the four (4) Converted A318 Aircraft, the Seller will provide the
  Buyer with the following credits, collectively referred to below as
  “Converted A318 Credits.”


	
 

	
 

	
 

	
 


	
 

	
(i)

	
An “A318
  [***] Credit” of [***]).


	
 

	
 

	
 

	
 


	
 

	
(ii)

	
An “A318
  [***] Credit” of [***].


	
 

	
 

	
 

	
 


	
 

	
(iii)

	
An “A318
  [***] Credit” of [***].


	
 

	
 

	
 

	
 


	
 

	
(iv)

	
An “A318
  [***] Credit” of [***].


	
 

	
 

	
 

	
 


	
 

	
The
  Converted A318 Credits are quoted at January 2003 delivery conditions and are
  subject to escalation in accordance with the Seller Price Revision Formula in
  Exhibit to Amendment No. 8 to the Agreement. At the Buyer’s option, each
  Converted A318 Credit will be (i) applied by the Seller against the Final
  Contract Price of the applicable Converted A318 Aircraft on Delivery of such
  Converted A318 Aircraft or (ii) applied by the Buyer on or after such
  Delivery against the purchase of product support related goods and services
  from the Seller or its Affiliates.


	
 

	
 

	
 

	
 


	
7.

	
PREDELIVERY PAYMENTS


	
 

	
 

	
 

	
 


	
7.1

	
Predelivery
  Payments for the [***] Aircraft will be paid by the Buyer to the Seller for
  each [***] Aircraft and will, in the aggregate, amount to [***] of the
  Predelivery Payment Reference Price of the [***] Aircraft defined below in
  Paragraph 7.2.


	
 

	
 

	
 

	
 


	
7.2

	
The Buyer
  will pay the Seller Predelivery Payments for the [***] Aircraft calculated on
  the Predelivery Payment Reference Price of each [***] Aircraft. The
  Predelivery Payment Reference Price is defined as:


	
 

	
 

	
 

	
 


	
 

	
 

	
A =

	
[***]





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where

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
A =

	
the
  Predelivery Payment Reference Price for Converted A318 Aircraft to be
  delivered in calendar year T.


	
 

	
 

	
 

	
 


	
 

	
 

	
Pb =

	
the Base
  Price of the Converted A318 Aircraft as defined in Paragraph 5.1 above.


	
 

	
 

	
 

	
 


	
 

	
 

	
N =

	
T - 2003).


	
 

	
 

	
 

	
 


	
 

	
 

	
T =

	
the year of
  delivery of the relevant Converted A318 Aircraft.


	
 

	
 

	
 

	
 


	
7.3

	
Predelivery
  Payments for the [***] Aircraft will be paid according to the following
  schedules.








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Payment Date

	
 

	
 

	
 

	
Percentage
of [***]

Aircraft Predelivery

Payment Reference Price


	
 

	


	
 

	
 

	
 

	



	
 


	
 

	
1st Payment

	
 

	
On signature
  of this Amendment 

	
 

	
[***]


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
No later
  than the first Working Day of the following months:

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
2d Payment 

	
 

	
The [***]
  before the Scheduled Delivery Month of each [***] Aircraft as set forth in
  this Agreement

	
 

	
[***]

  (less 1st Payment)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
3d Payment

	
 

	
The [***]
  before the Scheduled Delivery Month of each [***] Aircraft as set forth in
  this Agreement 

	
 

	
[***]


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
4th Payment

	
 

	
The [***]
  before the Scheduled Delivery Month of each [***] Aircraft as set forth in
  this Agreement

	
 

	
[***]


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
5th Payment

	
 

	
The [***]
  before the Scheduled Delivery Month of each [***] Aircraft as set forth in
  this Agreement

	
 

	
[***]


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	


	


	


	


	






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   TOTAL
  PAYMENT PRIOR TO

DELIVERY                         [***]


	
 

	
 

	
 

	
 


	
7.4

	
[***], the
  first Predelivery Payment for each of the six (6) Incremental A320 Aircraft,
  will be equal to [***].


	
 

	
 

	
 

	
 


	
8.

	
PURCHASE RIGHT AIRCRAFT


	
 

	
 

	
 

	
 


	
8.1

	
Pursuant to
  Paragraph 1.3 herein, wherein the Buyer agrees to purchases the six (6)
  Purchase Right Aircraft as Incremental A320 Aircraft, and pursuant to Letter
  Agreement No. 1 to Amendment No. 8 of the Agreement, the number of Purchase
  Right Aircraft available to the Buyer is reduced from [***] to [***], and the
  number of Additional Purchase Right Aircraft available to the Buyer is
  increased from [***] to [***].


	
 

	
 

	
 

	
 


	
8.2

	
Notwithstanding
  Letter Agreement No. 1 to Amendment No. 8 of the Agreement, the Seller grants
  the Buyer the right to order up to a maximum of [***] of the [***] Purchase
  Right Aircraft remaining as of the date hereof as [***] model aircraft with
  the same terms and conditions as those that apply to [***] Aircraft,
  including those in Paragraphs 5, 6 and 7 herein, subject to the following:


	
 

	
 

	
 

	
 


	
 

	
(i)

	
For the
  first such Purchase Right Aircraft firmly ordered as an [***] aircraft, the
  Buyer will contemporaneously firmly order one (1) Purchase Right Aircraft as
  an [***] model aircraft (the “[***] Aircraft”). The terms applicable to
  Purchase Right Aircraft that are [***] Aircraft will be as set forth herein
  for Additional [***] Aircraft.


	
 

	
 

	
 


	
 

	
(ii)

	
For the
  second such Purchase Right Aircraft firmly ordered as an [***] aircraft, the
  Buyer will contemporaneously firmly order one (1) Purchase Right Aircraft as
  an [***] model aircraft (the “[***] Aircraft”). The terms applicable to
  Purchase Right Aircraft that are [***] Aircraft will be as set forth herein
  for [***] Aircraft.


	
 

	
 

	
 


	
 

	
(iii)

	
The [***]
  Aircraft and the [***] Aircraft will be scheduled for Delivery as close as
  possible to the applicable [***] model under such paragraphs (i) and (ii).


	
 

	
 

	
 

	
 


	
9.

	
[***]

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
The Seller
  grants the Buyer the right to [***] set forth in this Amendment (the
  “[***]”), as set forth below:


	
 

	
 

	
 

	
 


	
 

	
(i)

	
If the Buyer
  chooses to exercise its [***], it will do so by giving the Seller written
  notice to this effect on [***] (the “[***]”). Failure to provide such [***]
  on such date will constitute a waiver of the [***].





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(ii)

	
On and as of
  the Seller’s receipt of the [***],


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
The aircraft
  conversions and the order for incremental aircraft described in Paragraph 1
  of this Amendment will be [***], and, therefore, the [***] Aircraft will be
  [***] under the Agreement.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The delivery
  schedule for [***] Aircraft set forth in Paragraph 1.2 of this Amendment will
  apply to the [***] Aircraft [***]. That is, the delivery schedule for such
  [***] Aircraft will be one (1) in each of [***], [***],[***],[***], and not,
  as was the case as of Amendment No. 8 of the Agreement, one (1) each in
  [***],[***],[***] and [***].


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
The Buyer
  will be deemed to have ordered [***] Aircraft, and all of the terms of [***]
  of the Agreement will be in effect [***].


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
The first
  Predelivery Payment, in the amount of [***], for each of the [***] paid by
  the Buyer at time of signature of this Amendment, will be applied [***]
  pursuant to the Agreement.


	
 

	
 

	
 

	
 


	
 

	
(iii)

	
Except as
  set forth above in Paragraph 10(ii)(b), all terms applicable to the [***]
  Aircraft will remain unchanged[***].


	
 

	
 

	
 

	
 


	
10.

	
EFFECT OF THE AMENDMENT


	
 

	
 


	
 

	
The
  Agreement will be deemed amended to the extent herein provided, and, except
  as specifically amended hereby, will continue in full force and effect in
  accordance with its original terms. This Amendment supersedes any previous
  understandings, commitments, or representations whatsoever, whether oral or
  written, related to the subject matter of this Amendment.


	
 

	
 


	
 

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


	
 

	
 


	
11.

	
CONFIDENTIALITY


	
 

	
 


	
 

	
Without
  limiting the generality of Paragraph 10 with respect to the applicability to
  this Amendment of all terms and conditions of the Agreement, to the extent
  such terms and conditions are not inconsistent herewith, the parties hereby
  acknowledge and agree that 





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this
  Amendment is subject to the confidentiality provisions set forth in Clause
  22.5 of the Agreement.


	
 

	
 

	
 

	
 


	
12.

	
COUNTERPARTS


	
 

	
 


	
 

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





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


	
 

	
 

	
 


	
 

	
 

	
AVSA,
  S.A.R.L.


	
 

	
 

	
 


	
 

	
 

	
By: 


	
 

	
 

	



	
 

	
 

	
Its: 


	
 

	
 

	



	
 

	
 

	
Date:


	
 

	
 

	



	
 

	
 

	
 


	
Frontier
  Airlines, Inc.

	
 

	
 


	
 

	
 

	
 


	
By: 

	
 

	
 


	


	
 

	
 


	
Its: 

	
 

	
 


	


	
 

	
 


	
Date:

	
 

	
 


	


	
 

	
 





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