LETTER AGREEMENT NO. 9 TO GTA No. 6-13616 Frontier Airlines Frontier Center One 7001 Tower Road Denver, CO WHEREAS, CFM International, Inc. (hereinafter individually referred to as “CFM”) and Frontier Airlines, Inc. (hereinafter referred to as...

Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Exhibit 10.19(j)

LETTER AGREEMENT NO. 9

TO GTA No. 6-13616

Frontier Airlines

Frontier Center One

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WHEREAS, CFM International, Inc. (hereinafter individually referred to as “CFM”) and Frontier Airlines, Inc. (hereinafter referred to as “Airline”) (CFM and Airline being hereinafter collectively referred to as the “Parties”) have entered into General Terms Agreement 6-13616 dated June 30^th, 2000, as amended (hereinafter referred to as “GTA”); and

WHEREAS, the GTA contains the applicable terms and conditions governing the sale by CFM and the purchase by Airline of spare engines, related equipment and spare parts therefor in support of Airline’s CFM powered fleet of aircraft from Airbus S.A.S (“Airbus) (“Airframer”).

NOW THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree as follows:

PROPRIETARY INFORMATION NOTICE The information contained in this document is CFM Proprietary Information and is disclosed in confidence. It is the property of CFM and shall not be used, disclosed to others, or reproduced without the express written consent of CFM. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear on any such reproduction. Export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

LETTER AGREEMENT NO. 9

In consideration of the above, CFM agrees to the following:

CFM agrees to provide the following allowances to Airline subject to the conditions set forth in Attachment B hereto:

For each of the CFM56-5B3 powered A321 Aircraft delivered to Airline per the Aircraft Delivery Schedule CFM will provide Airline with a per aircraft allowance for each such A321 Aircraft in the amount of [***]. For each of the CFM56-5B4 powered A320 Aircraft delivered to Airline per the Aircraft Delivery Schedule CFM will provide Airline with a per aircraft allowance for each such A320 Aircraft in the amount of [***].    

Such per Aircraft allowance is stated in [***], and shall be subject to adjustment for escalation to the date of delivery of each shipset of Engines to Airline in accordance with the escalation formula set forth in Attachment D hereto and subject to the escalation cap set forth in paragraph (iv) below.

Each per Aircraft Allowance will be earned by Airline upon delivery of each shipset of Engines to Airframer, (consistent with the Aircraft Delivery Schedule) payable in each case by wire transfer to Airline as soon as possible, but in any event within [***] following receipt of written notice from Airline that it has taken delivery of each Aircraft in accordance with its purchase agreement with Airframer. If requested in writing by Airline at least [***] prior to the scheduled Aircraft delivery date, CFM will by the time of delivery of such Aircraft pay in cash the amount of the Aircraft Allowance directly to Airbus. Airline shall continue to advise CFM of any delivery date changes. If CFM actually pays the Aircraft Allowance to Airbus on the delivery date as most recently notified by Airline and the actual delivery date is delayed more than [***] from the date CFM provides such allowance, Airline will pay to CFM interest on such amount, calculated from the date of payment to Airbus to but excluding the date of actual Aircraft delivery or return of such payment to CFM. Interest will be computed at [***]. Such payment to Airbus may be offset against any amounts due and owing CFM.

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CFM agrees to provide an Escalation Credit Allowance in the amount of [***].    Such allowance is stated in [***], and shall be subject to adjustment for escalation to the date of delivery of each shipset of engines to Airline in accordance with the escalation formula set forth in Attachment D hereto and subject to the escalation cap set forth in paragraph (iv) below, and will be made available to Airline upon delivery of the Aircraft as a credit against purchases of goods and services from CFM, including the purchase of spare engines.

CFM agrees to provide Airline with an Equipment Credit Allowance in the amount of [***]. Such allowance is stated in [***], and shall be subject to adjustment for escalation to the date of delivery of each A321 aircraft shipset of engines to Airline in accordance with the escalation formula set forth in Attachment D hereto and subject to the escalation cap set forth in paragraph (iv) below, and will be made available to Airline upon delivery of the A321 Aircraft as a credit against purchases of goods and services from CFM, including the purchase of spare engines.

Subject to and contingent upon Airline purchasing and taking delivery of all [***], each in accordance with the terms set forth herein, CFM agrees to provide Airline, as a special allowance, the following price adjustment cap. The below escalation calculations will also apply to all Special Allowance payments.

If the price adjustment due to escalation as calculated under Attachment D is less than or equal to [***]% cumulative annual escalation, the Engine price will be adjusted by the changes in the escalation calculated in Attachment D. If the price adjustment due to escalation as calculated under Attachment D is greater than [***]% cumulative annual escalation then the price adjustment due to escalation will be an amount equal to [***]% per annum on a cumulative basis from January 2014 through [***].

However, in the event the price adjustment due to escalation as calculated under Attachment D is greater than [***]% in any twelve month period, then the price adjustment due to escalation will be an amount equal to the value calculated above, plus [***]% of each such difference between actual escalation and [***]% will be added to the above through the date of Engine delivery to the Airframer.

Notwithstanding previous agreements with Airframer, the price of Engines delivered directly to Airframer from CFM for installation on the firm Aircraft shall be subject to escalation from January, 2014 to the month of each applicable Engine

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delivery, in accordance with Attachment D and subject to the Escalation Cap. In the event the price calculated per Attachment D is greater than the price calculated according to the Escalation Cap, CFM shall provide Airline a credit in an amount equal to the difference. This credit shall be in addition to the Aircraft Allowance and shall be made available to Airline at the same time and in the same manner as the Aircraft Allowance.

For Engines delivered directly to Airframer from CFM for installation on the firm Aircraft with delivery dates that occur on or after [***] the total cumulative escalation in Attachment D from [***] to the date of delivery shall apply to such Engines and the Special Allowances with no escalation cap or limit, unless CFM caused the delay. In such event, the escalation cap shall continue on the Engines and Special Allowances until the Engines are delivered to the Airframer.

Subject to and contingent upon Airline purchasing and taking delivery of all [***] Spare Engines, each in accordance with the terms set forth herein, CFM agrees to provide Airline, as a special allowance, the following price adjustment cap.

If the price adjustment due to escalation as calculated under Attachment D is less than or equal to [***]% cumulative annual escalation, the Engine price will be adjusted by the changes in the escalation calculated in Attachment D. If the price adjustment due to escalation as calculated under Attachment D is greater than [***]% cumulative annual escalation then the price adjustment due to escalation will be an amount equal to [***]% per annum on a cumulative basis from January 2014 through [***].

However, in the event the price adjustment due to escalation as calculated under Attachment D is greater than [***]% in any twelve month period, then the price adjustment due to escalation will be an amount equal to the value calculated above, plus [***]% of each such difference between actual escalation and [***]% will be added to the above through the date of Engine delivery to the Airline.

The price of spare Engines delivered directly to Airline from CFM with delivery dates that occur on or before December 31, 2017, shall be subject to escalation from January 2014 to the month of delivery, and subject to the Escalation Cap. For delivery of Spare engines that occur on or after [***], the total cumulative escalation in Attachment D from January 2014 to [***] shall apply to such Spare Engines and the applicable Special Allowances with no escalation cap or limit, unless CFM caused the delay. In such event, the escalation cap shall continue until on the Spare Engines and the applicable Special Allowances are delivered to Airline.

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Spare Engine Base Price Protection

Base prices for CFM56-5B3 and CFM56-5B4 Spare Engines delivered through [***], in support of the Aircraft, shall be as set forth in Attachment C hereto, and shall be subject to adjustment for escalation in accordance with the escalation formula set forth in Attachment D hereto and subject to the Escalation Cap set forth in paragraph (iv) above.

CFM agrees to provide the following special guarantees to Airline in support of the [***] firm Aircraft described in this Letter Agreement. These special guarantees are subject, to (i) the Limitation of Liability provisions set forth in the GTA, (ii) the General Conditions set forth in Section II of Exhibit A to the GTA and (iii) to the Basis and Conditions for Special Guarantees set forth in Attachment E hereto. Terms which are capitalized but not otherwise defined herein shall have the meaning ascribed to them in Section I of the GTA. If an Engine covered by any Special Guarantee delineated below, exhibits performance that is worse than the guaranteed performance value contained in such Special Guarantee, and such Engine has been retrofitted to incorporate non-CFM life limited, flow path, or fuel delivery parts, or non-CFM engine controls, it shall be the responsibility of the Airline to demonstrate that such part(s) has not contributed to the performance deterioration for that Engine. In the event such demonstration has not been made by Airline to the reasonable satisfaction of CFM, such Engine will be removed from the event calculation used to determine total fleetwide performance under the applicable Special Guarantee. Unless otherwise specifically indicated all of the special guarantees set forth below shall be effective for a period of [***] commencing [***] (the “Guarantee Period”). These special guarantees are exclusively offered and administered by CFM.

CFM guarantees that for the Guarantee Period Airline’s cumulative Engine-caused IFSD rate will not exceed [***] EFH. If at the end of the Guarantee Period the guaranteed rate is exceeded, CFM will provide Airline a credit [***] in the amount of [***] for each qualifying IFSD in excess of the guaranteed rate.

For purposes of this guarantee, an “IFSD” is defined as (i) when an Engine Part experiences a Failure or malfunctions resulting in an Engine-caused shutdown during flight or (ii) subject to verification of compliance with the Flight Crew Operating Manual, when the flight crew elects to shut off fuel to the Engine during flight solely due to an Engine Part Failure or malfunction.

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CFM guarantees that, for the Guarantee Period, Airline’s cumulative Engine-caused Delay (in excess of [***]) and Cancellation rate for revenue flights will not exceed [***] combined events per [***] scheduled Aircraft departures. If at the end of the Guarantee Period the guaranteed rate is exceeded, CFM will provide Airline a credit against future purchases from CFM in the amount of [***] for each qualifying Engine-caused Delay or Cancellation in excess of the guaranteed rate.

“Delays” and “Cancellations” are defined in Attachment F hereto.

CFM guarantees that, for the Guarantee Period, Airline’s cumulative Engine-caused Remote Site Removal rate will not exceed [***] EFH. If at the end of the Guarantee Period the guaranteed rate is exceeded, CFM will provide Airline a credit against future purchases from CFM in the amount of [***] for each Remote Site Removal in excess of the guaranteed rate.

For purposes of this guarantee, “Remote Site Removal” is defined as an Engine-caused Failure requiring Engine removal from the Aircraft at any location except Airline’s main base(s) or where any Spare Engine is available from Airline or any third party.

For purposes of this guarantee, “an engine caused AOG” is defined as an event in which one of Airline’s Engine-powered Aircraft is unavailable for scheduled revenue service solely as a result of an Engine Failure.

Perquisites—In addition to the conditions set forth in Attachment E, this guarantee is contingent upon Airline maintaining a spare engine ratio of at least [***].

CFM guarantees that within [***] of such notification by Airline (which shall be an acknowledged notification to CFM’s assigned Customer Support Manager for Airline), of an AOG, CFM will inform Airline of such spare engine (meaning the location of a spare that is owned by CFM, another airline, leasing company or other entity).    

If CFM fails to inform Airline of such spare engine availability (meaning the location of a spare that is owned by CFM, another airline, leasing company or other entity),

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CFM shall provide Airline with a credit in the amount of [***] per day until such time as Airline is apprised of such Engine location.

The maximum cumulative payment and/or value of daily rental charges covered by CFM for a spare engine under this guarantee shall not exceed [***] multiplied by the total number of Aircraft delivered to Airline up to the time of the Spare Engine Guarantee being invoked by the Airline.

CFM guarantees that, for the Guarantee Period, Airline’s cumulative Engine-caused aborted take-off (“ATO”) rate will not exceed [***] events per [***] scheduled Aircraft departures. If at the end of the Guarantee Period the guaranteed rate is exceeded, CFM will provide Airline a credit against future purchases from CFM in the amount of [***] for each Engine-caused ATO in excess of the guaranteed rate.

As used in this guarantee, an Engine-caused ATO occurs when the Aircraft fails to leave the ground for Engine-caused reasons within the normal time after the Aircraft is cleared for take-off and the pilot has performed the procedure for selecting take-off power. ATO’s due to FOD or maintenance error or other non Engine-caused reasons are excluded from this guarantee.

CFM agrees to loan the rating plugs to Customer at no charge to upgrade each of the firm CFM56-5B3 installs and spare engines ([***] firm engines including [***] CFM56-5B4 spare upgraded to -5B3 per paragraph 3 hereto) to CFM56-5B3/3B1 rating. Customer may use the rating at no charge for up to [***] of total CFM56-5B3 departures. Usage shall be tracked on a calendar year annual basis. Data will be provided by Customer to CFM and will be reviewed by the parties on an annual basis. Upon each annual usage review, if Customer usage exceeds [***], CFM will invoice and Customer shall pay for the percent usage amount above [***] on a then year thrust upgrade price basis. (i.e.: if usage is [***], Customer will pay for [***] of the then year thrust upgrade price.). Customer will retain ownership of the rating plugs upon total payment of [***] of the then year thrust upgrade price. If aircraft leave the Customer fleet, the engines shall revert back to CFM56-5B3 rating and Customer will return the CFM56-5B3/3B1 rating plugs to CFM or Customer may elect to pay the difference of any payments made for usage exceeding the [***] set forth above, and the [***] of the then year thrust upgrade price for the engines to retain the CFM56-5B3/3B1 rating.

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Frontier shall have the right to maintain this Letter Agreement under a sale/leaseback, or financing.

The obligations set forth in this Letter Agreement are in addition to the obligations set forth in the GTA. In the event of conflict between the terms of this Letter Agreement and the terms of the GTA, the terms of this Letter Agreement shall take precedence. Terms which are capitalized but not otherwise defined herein shall have the meaning given to them in Article I of the GTA.

Confidentiality of Information. This Letter Agreement contains information specifically for Airline and CFM, and nothing herein contained shall be divulged by Airline or CFM to any third person, firm or corporation, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld; except (i) that Airline’s consent shall not be required for disclosure by CFM of this Letter Agreements, to an Engine program participant, joint venture participant, engineering service provider or consultant to CFM so as to enable CFM to perform its obligations under this Letter Agreement or to provide informational data; (ii) to the extent required by Government agencies, by law, or to enforce this Letter Agreement; and (iii) to the extent necessary for disclosure to the Parties’ respective insurers, accountants or other professional advisors who must likewise agree to be bound by the provisions of this paragraph. In the event (i) or (iii) occur, suitable restrictive legends limiting further disclosure shall be applied. In the event this Letter Agreement, or other CFM information or data is required to be disclosed or filed by government agencies by law, or by court order, Airline shall notify CFM at least [***] in advance of such disclosure or filing and shall cooperate fully with CFM in seeking confidential treatment of sensitive terms of this Letter Agreement.

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Please indicate your agreement with the foregoing by signing two (2) duplicate originals as provided below.

Very truly yours,

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ATTACHMENT A

A321 Aircraft Delivery Schedule

A320 Aircraft Delivery Schedule

CFM56- 5B Spare Engine Delivery Schedule

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ATTACHMENT B

CONDITIONS FOR SPECIAL ALLOWANCES/DELAY/CANCELLATION

Any allowance described herein applies only to the [***] new firm A320 and A321 aircraft (together or individually the “Aircraft”) equipped with new CFM56-5B4 and -5B3 engines (together or individually the “Engines”) purchased by Airline directly from the aircraft manufacturer. Allowances described herein do not apply to aircraft equipped with buyer-furnished engines, aircraft that have been the subject of a previous CFM proposal or offer, or, aircraft that have been previously sold or otherwise acquired through resale, lease, transfer, trade or exchange.

Allowances described herein will become unearned and will not be paid if Engines have been delivered to the aircraft manufacturer for installation in Airline’s Aircraft and, thereafter, for any reason, Airline’s purchase order with the aircraft manufacturer is terminated, canceled or revoked, or for any reason delivery of the Aircraft will be prevented or delayed beyond [***] of the delivery period described in the Aircraft Delivery Schedule herein (“Delivery Period”), as may be adjusted pursuant to Airline’s deferral rights with the aircraft manufacturer or as otherwise set forth herein.

Airline agrees that all of the Special Allowances set forth herein shall expire [***] after delivery of last scheduled firm Aircraft as set forth in the Aircraft Delivery Schedule (the “Expiration Date”).

For the avoidance of doubt, it is understood that CFM shall have no further obligation beyond the Expiration Date to provide any of such Special Allowances which were not provided to Airline, through no fault of CFM.

The total allowances, of any nature, described herein are contingent upon Airline accepting delivery of a minimum of [***] CFM56-5B powered Aircraft (“Minimum Number of Aircraft”) [***] CFM56-5B ([***] CFM56-5B3 and [***] CFM56-5B4 [***] CFM56-5B3 [***]) Spare Engines (“Minimum Number of Spares”) for delivery during the Delivery Period. If Airline has canceled or otherwise failed to accept delivery of one or more of the required Minimum Number of Aircraft or Minimum Number of Spares within the Delivery Period, the allowances will be adjusted as follows:

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Adjustment of allowances in accordance with the above formula may be made by CFM prospectively to take into account Aircraft delays and/or cancellations. In any case, Airline agrees to promptly reimburse CFM for any allowance overpayments determined to have been made at the application of the adjustment formula set forth above [***]. Unless otherwise agreed by CFM, no allowance shall be paid on Aircraft not accepted within the Delivery Period and such Aircraft shall not be counted for purposes of the adjustment formula set forth above.

Any allowance described herein is exclusively for the benefit of Airline and is not assignable without CFM’s written consent; provided that Airline may assign such allowance, together with its other rights under this Letter Agreement on the terms described in clause (i) of Paragraph A of Article XVIII of the Agreement.

CFM agrees that in the event Airline seeks financing for payment of predelivery payments (“PDP Financing”) for the Aircraft, CFM will consent to the assignment to such Lender of [***] of the Aircraft Allowance per A. (i) and (ii) above for Aircraft in this Letter Agreement.

CFM agrees that in the event Airline enters into a lease agreement with a lessor for any of the Aircraft that include Engines and such Engines are enrolled in a long term CFM rate per Flight Hour engine maintenance program (“RPFH agreement”) between Airline and CFM, CFM will act in good faith to reach a mutually acceptable tri-partite agreement among CFM, Airline and the lessor whereby the Engine warranties, all dollar amounts collected by CFM for the Engines in accordance with the RFPH agreement and Airline’s other benefits under the RPFH Agreement will be fully assignable to the lessor (and subsequent operators, if any) in the event Airline defaults under the lease agreement and lessor takes possession of the Aircraft.

CFM shall be entitled, with [***] written notice, to set off any outstanding obligation and amounts that are due and owing from Airline to CFM (and not subject to a good faith dispute for goods or services (whether or not in connection with this Letter Agreement and/or GTA), against any amount payable by CFM to Airline in connection with this Letter Agreement and/or GTA.

Airline recognizes that harm or damage will be sustained by CFM if Airline fails to accept delivery of the Spare Engines or the Engines installed on the Aircraft when duly tendered. Within [***] of any such cancellation or failure to accept delivery occurs, provided such cancellation or such failure is due to acts or failure to act of Airline, Airline shall remit to CFM, a cancellation charge equal to [***] of the Engine price, determined as of the date of scheduled Engine delivery to Airline or to the aircraft manufacturer, whichever is applicable.

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Except as set forth above, Airline shall have no further liability to CFM in connection with the cancellation of a purchase order or failure to accept delivery of Spare Engines or Aircraft.

CFM shall retain any progress payments or other deposits made to CFM for any such Engine. Such progress payments will be applied to the minimum cancellation charge for such Engine. Progress payments held by CFM in respect of any such Engine which are in excess of such amounts will be refunded to Airline, provided Airline is not then in arrears on other amounts owed to CFM

In the event Airline delays the scheduled delivery date of a Spare Engine, or causes the delay of the scheduled delivery date of an installed Engine, for a period, or cumulative period for all Aircraft contemplated hereunder, of more than [***], such delay shall be considered a cancellation and the applicable provisions hereof regarding the effect of cancellation shall apply.

If, within the first [***] following delivery of each Aircraft for which a Special Allowance, of any nature, was provided by CFM pursuant to this Agreement or any resulting GTA/Letter Agreement (the “Minimum Period”), such Aircraft is no longer owned by (i) Airline or a wholly owned subsidiary or Airline, (ii) a trust or other special purpose entity established in connection with the financing of such Aircraft for Airline, or (iii) an entity to which Airline is permitted to assign its rights pursuant to clause (i) of Paragraph A of Article XVIII of the Agreement, , the Special Allowances earned and/or paid on such Aircraft will be proportionately reduced. Airline will reimburse CFM an amount equal to the proportionate share of the Special Allowances earned and/or paid with respect to such Aircraft, (based on the percentage of the Minimum Period the Aircraft was actually owned and operated by Airline), with interest on such amount. The allowance reimbursement is due no later than [***] from the time Airline ceases to own and operate such Aircraft. Interest will be calculated [***], from the time of initial Special Allowance payment on such Aircraft until the time of full reimbursement.

The provisions of Sections 7 and 8 shall not apply (i) in the case of any installed Engine if Frontier provides to CFM (x) a written statement from the Airframer stating that the reason for the cancellation or delay is “Excusable Delay”, “Total Loss”, or “Inexcusable Delay” (as defined in the Airbus Purchase Agreement) and (y) a written statement from Airframer that such cancellation or delay was not caused by acts or failure to act of Airline or (ii) in the case of any installed Engine or Spare Engine, if the reason per the cancellation or delay is “Excusable Delay” (as defined in the CFM GTA) or failure of CFM to perform its material obligations under this Letter Agreement or GTA.

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ATTACHMENT C

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ATTACHMENT D

CFM ESCALATION FORMULA

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ATTACHMENT E

BASIS AND CONDITIONS FOR SPECIAL GUARANTEES

The Guarantees offered in this Letter Agreement have been developed specifically for Airline’s new installed and Spare Engines. The General Conditions described in Exhibit A of the General Terms Agreement between CFM and Airline apply to the guarantees and such guarantees are offered to Airline contingent upon:

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ATTACHMENT E

BASIS AND CONDITIONS FOR SPECIAL GUARANTEES

(continued)

The guarantees shall not apply (i) to events that are due to negligence, acts of god, accidents, improper operation and/or improper maintenance or (ii) if the Engines are employed in power-back aircraft operation (iii) to non Engine-caused events.

Costs associated with life limited Parts retirement, taxes, transportation or any other fees are excluded. Parts shall be considered Scrapped if they bear a scrap tag duly countersigned by a CFM representative.

The guarantees are not assignable without the written consent of CFM.

If compensation becomes available to Airline under more than one specific guarantee, airframer guarantee for which CFM has agreed to participate in, warranty or other engine program consideration, Airline will not receive duplicate compensation but will receive the compensation most beneficial to Airline under a single guarantee, warranty or other program consideration. If there is a dispute between CFM and the airframer about which of them is responsible for payment of related compensation to Airline available under a Special Guarantee as a result of CFM’s failure to meet such Special Guarantee, CFM shall promptly pay the compensation to Airline under such Special Guarantee and will be subrogated to Airline’s rights to any related compensation from the airframer. Unless otherwise stated, the guarantee compensation will be in the form of credits to be used by Airline against the purchase from CFM of Spare Engines, spare Parts, and/or Engine services.

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ATTACHMENT F

DELAY AND CANCELLATION DEFINITIONS FOR GUARANTEE

Delay

An Engine-caused delay of an Aircraft occurs when the malfunctioning of an Engine or Part thereof, the checking of same, or necessary corrective action causes the final Aircraft departure to be delayed more than a specified time [***] after the programmed departure time in any of the following instances:

NOTE:

A cancellation supersedes a delay (i.e., a flight which is canceled after having been delayed is considered to be a cancellation only—not a delay and a cancellation). [***]

Cancellation

Elimination or termination of a scheduled trip because of a known or reasonably suspected malfunction and/or defect in an Engine or Part thereof.

NOTE:

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