FIRST AMENDMENT TO USE AND LEASE

Exhibit 10.1(b)

FIRST AMENDMENT TO

USE AND LEASE

THIS FIRST AMENDMENT TO USE AND LEASE AGREEMENT (this “First Amendment”) is made and entered into as of the date state on the City’s signature page below, by and between the CITY AND COUNTY OF DENVER, a municipal corporation of the State of Colorado, on behalf of its Department of Aviation (“the City”); and FRONTIER AIRLINES, INC., a corporation organized and existing under and by virtue of the laws of the State of Colorado (“Airline”).

WITNESSETH

WHEREAS, the City owns and operates Denver International Airport (“DIA” or the “Airport”); and

WHEREAS, the parties hereto entered into a certain Use and Lease Agreement, executed January 1, 2012 by the parties (the “Existing Agreement”);

WHEREAS, capitalized terms used in this First Amendment but not defined shall have the meanings set forth in the Existing Agreement;

WHEREAS, in April of 2015, the Airline and the City entered into discussions relating to the reconfiguration of the Airline’s Demised Premises; and

WHEREAS, the parties now wish to modify certain terms and conditions of the Existing Agreement to formalize the reconfiguration of the Demised Premises.

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the parties hereto agree as follows:

1. The Parties have negotiated the return and relocation of portions of the Demised Premises as set forth in the Existing Agreement. These revisions to the Demised Premises are set forth in “Exhibit C” and “Exhibit D” which are attached hereto and hereby replace “Exhibit C” and “Exhibit D” from the Existing Agreement.

2. The effective date of this Amendment shall be July 1, 2015 and to continue in effect through the remaining term of the Agreement (December 31, 2016). The parties agree to work cooperatively to accomplish the required relocation, as more fully set forth in Exhibit C and Exhibit D, by September 30, 2015, or as otherwise agreed by the parties, for both gate changes and facility changes. Any available Airline Revenue Credit will be paid on a pro-rata basis for the space used in the Airport during the period of January 1, 2015 to June 30, 2015 and thereafter from July 1, 2015 for the remainder of the lease term.

3. As Consideration for the return and relocation of the Demised Premises, as more fully set forth on Exhibit C and Exhibit D, Article 3.04, “PAYMENT OF FIXED AND VARIABLE RATES, FEES AND CHARGES” of the Existing Agreement, is hereby modified by adding paragraph C, which reads as follows:

(C) The Airline will reimburse the City for the costs incurred in order to complete the return and relocation of the Demised Premises. These costs shall not exceed *****. Within a reasonable timeframe, the City agrees to use the reimbursed cost to procure and install comparable common use technology similar to what exists at gates A44 and A46. Frontier agrees to reimburse the City for this work within thirty (30) days upon receipt of invoice based on actual costs, with detailed documentation of such costs.

4. Except as modified by this First Amendment, all of the terms and conditions of the Existing Agreement shall remain in full force and effect.

5. This First Amendment shall not be effective or binding on the City until approved and fully executed by all signatories of the City and County of Denver.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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


Contract Control Number:		PLANE-201206414-01

Contractor Name:		FRONTIER AIRLINES, INC.


By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇
		(please print)

Title:		Chief Financial Officer
		(please print)

ATTEST: [if required]

By:

Name:
		(please print)

Title:
		(please print)


Contract Control Number:		PLANE-201206414-01

Contractor Name:		FRONTIER AIRLINES, INC.

IN WITNESS WHEREOF, the parties have set their hands and affixed their seals at Denver, Colorado as of July 1, 2015.


SEAL		CITY AND COUNTY OF DENVER

ATTEST:		By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
			▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Mayor

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, Clerk and Recorder, Ex-Officio Clerk of the City and County of Denver

APPROVED AS TO FORM:		REGISTERED AND COUNTERSIGNED:

D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Attorney for the City and County of Denver
		By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
			▇▇▇▇ ▇▇▇▇▇▇▇, Manager of Finance

By:	/s/ ▇▇▇ ▇▇▇▇▇▇
	▇▇▇ ▇▇▇▇▇▇, Assistant City Attorney

		By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇
			▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇, Auditor

FIRST AMENDMENT TO USE AND LEASE

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