EX-10.21

Jörg Asbrand

[Authorized Signatory]

Vice President Corporate Purchasing

Director Aircraft Component Services

Town, Date:

Signature:

/s/ Jörg Asbrand

/s/ [Authorized Signatory]


[LOGO] Lufthansa Technik		FRONTIER
		Airlines

3.2.3

For the avoidance of doubt any audit, other inspection or knowledge of LHT shall not relieve FRONTIER from its obligations under this Article [3] (“Quality Demands”) or any other obligations arising out of this Agreement.

3.2.4

In addition to any other rights and remedies provided by this Agreement or by law, LHT shall be entitled to terminate this Agreement and or to withdraw from any Purchase Order with immediate effect if FRONTIER fails to fulfill the above Rectifications within the time limits specified in the course of or as a consequence of any audit.

3.3	Certification / Approvals

3.3.1

FRONTIER guarantees that all Items sold and delivered hereunder are in serviceable condition, conform to the applicable airworthiness requirements and the aircraft manufacturer specifications. Product source and certification must be established and documented and made available to LHT upon or prior Delivery.

3.3.2

Deliveries of new Items shall in any case be accompanied, clearly indicated to the respective item, by an entirely completed CRS substantially in accordance with the following requirements:

•

EASA Form one or

•

FAA 8130-3 (FAA 8130-4 for engines) or

•

TCCA 24-0078 or

•

Certificate of conformance accepted by the aviation authority in the manufacturer’s country (not for EASA states, USA or Canada) or

•

Manufacturer’s certificate of conformance (only with acceptance by LHT) and

•

Supplied as originals of the manufacturer

3.3.3

Maintained Items marked with “Transport” in Attachment A shall be accompanied by all operational records and a combined CRS (Dual Release) in accordance with the following requirements:

A Certificate of Release to Service (CRS) valid for EASA/FAA customers, issued by a maintenance organization holding both an EASA Part-145 Approval and a FAA 14 CFR Part 145/TCCA CAR 573 Certificate, certified:

•

on an EASA Form 1 including a CFR Part 43 Return to Service statement when the organization is located in an EASA country;

•

on a FAA Form 8130-3 including an EASA Part-145.A.50 Release to Service statement when the organization is located in the USA;

•

on a TCCA Form 24-0078 including an EASA Part-145.A.50 Release to Service statement when the organization is located in Canada

3.3.4

If Items are provided without or with a wrong certificate or other applicable documentation/ information according this Agreement is not delivered, LHT may reject such Item or use reasonable commercial efforts to recertify those Items but shall have no obligation to do so.*****

Page 7 of 53


CONTENTS		Page

Section I: General

1.	DEFINITIONS AND ABBREVIATIONS		4
2.	SALE AND PURCHASE OF ITEMS		5
3.	QUALITY DEMANDS		6
4.	UNAPPROVED PARTS		8
5.	EXAMINATION OF ITEMS		8
6.	DELIVERY		11
7.	DELIVERY DATE		12
8.	INTENTIONALLY LEFT BLANK		12

Section II: Commercial

9.	PRICING		13
10.	CUSTOMS		13
11.	INVOICING AND PAYMENT		13

Section III: Legal

12.	TITLE TO ITEMS		15
13.	WARRANTIES		15
14.	LIABILITY AND INDEMNIFICATION		16
15.	INSURANCE		17
16.	INTELLECTUAL PROPERTY RIGHTS		18
17.	FORCE MAJEURE		18
18.	CONFIDENTIALITY		19
19.	NOTICES AND COMMUNICATION		19
20.	MISCELLANEOUS		20
21.	CONDITIONS PRECEDENT		24
Attachment A: Items List
Attachment B: Items List without quantity
Attachment C: Procedures for warranty cases


Agreement		This Agreement including any side letters, attachments, exhibits and annexes hereto including all amendments and supplements to this Agreement as are agreed in writing between the Parties

ATA 300		Specification for packaging of airlines supplies. Published by the Air Transport Association

Aviation Authority		The competent body responsible for the safety regulation of Civil Aviation in any relevant country

Business Day		A Day on which banks are open for regular business in Hamburg/Germany and Denver/USA

Certificate of Release to Service, or CRS		The Certificate of Release to Service confirms on behalf of the Aviation Authority approved maintenance / production organization that, unless otherwise specified, the listed actions have been carried out in conformity with the Quality Manual by personnel with appropriate authorizations and in accordance with approved regulations. It also confirms that the aircraft component has been released to service with respect to the work carried out

Components Maintenance Manual, or CMM		The Components Maintenance Manual issued by the respective manufacturer

Day		Calendar day

Defect/s		Any abnormal or unusual condition of an Item whether or not this could eventually result in a failure of that Item

Delivery /To Deliver		As defined in 6

EASA		European Aviation Safety Agency

FAA		Federal Aviation Administration of the United States of America

FAR		Federal Aviation Regulation as in force in the United States of America

INCOTERMS		Regulations of the International Chamber of Commerce for freight forwarding, including transportation insurance, as published by the International Chamber of Commerce as “Incoterms 2010”



Item		Any level of hardware assembly (i.e. system, subsystem, module, accessory, component, unit, part, etc.) specified in Attachment “A” and any such further items as the Parties may specify from time to time by mutual agreement in writing, such items to be sold and Delivered to LHT by FRONTIER in accordance with this Agreement

OEM		Original Equipment Manufacturer, being the original manufacturer of an Item, Part or component

Part		One, two or more pieces joined together which are not normally subject to disassembly without destruction of designed use

Party / Parties		FRONTIER or LHT/FRONTIER and LHT, collectively

Part Number or P/N		Official and unequivocal designation of a Part

Purchased Items		As defined in Article [2] (“Sale and Purchase of Items”)

Purchase Order / PO		Any purchase order issued by LHT to FRONTIER under Article [2] (“Sale and Purchase of Items”) of this Agreement

Service Agreement		The Agreement for Technical Service between FRONTIER and LHT with regards to A320 and its attachments

Service Bulletin or SB		Any service bulletin as that term is commonly understood in the aviation industry

Unscheduled Removal		A removal of a Item which is not in accordance with the maintenance schedule in the relevant official documentation of the manufacturer of such Item

Value-added Taxes / VAT		Any value added tax on any goods and services, any sales, use, transfer, turnover and documentary taxes (and any similar taxes), customs duties, imposition or levy of a like nature imposed by any foreign, federal, state, local or other taxing authority


	Parameters	Format	Number of digits	Remarks
Part Information	ATA Chapter	Integer	2
	MFRPN	string	tbd	Manufacturer Part Number
	MFR	string	tbd	Manufacturer
	Unit Price	Float	tbd	unit Price acc to PTA
	S/N	string	tbd	Serial Number
	Description	string	tbd	Part description
	Aircraft Type	string	tbd	A330, B737 etc.
	Location	string	tbd	Station (if on stock)
Component Monitoring	Manufacturer Date	date	8
	TSN	FH/CYC/DAYS	6/6/6	Data since new
	TSO	FH/CYC/DAYS	6/6/6	Data since last overhauled
	TSF	FH/CYC/DAYS	6/6/6	Data since last bench check
	TST	FH/CYC/DAYS	6/6/6	Data since last shop visit
	Last Task	string & date (dd.mm.yyyy)	tbd/10	Task performed and date
	EFF Date/FH/FC	FH/CYC/Days	6/6/6	Effectivity date (counters at download date)
warranty	warranty limit	FH / CYC/DAYS	6/6/6
	Delivery A/C or Purchase order	string	tbd	If delivery A/C, than Tail-Sign, else PO no.
	Delivery date of A/C or date of Purchase Order	date	tbd
	Supplier	String	tbd


No. in Basic List	Main P/N	P/N Description
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