Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. [***] indicates that information has been redacted. AMENDMENT NO. 1 TO AIR...

Exhibit 10.11

Execution Copy

Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii)

would be competitively harmful if publicly disclosed. [***] indicates that information has been redacted.

AMENDMENT NO. 1 TO

AIR TRANSPORTATION SERVICES AGREEMENT

This Amendment No. 1 to Air Transportation Services Agreement (“Amendment No. 1”), dated as of June 30, 2020 (“Amendment No. 1 Effective Date”), will amend that certain Air Transportation Services Agreement dated as of December 13, 2019 (“Agreement”) by and between Sun Country, Inc., a Minnesota corporation (“Sun Country”), and Xxxxxx.xxx Services LLC (successor to Xxxxxx.xxx Services, Inc.), a Delaware company (“Amazon”). Sun Country and Amazon are also referred to collectively herein as the “Parties” or each, individually, as a “Party”.

RECITALS

Pursuant to the Agreement, Sun Country provides air cargo transportation services to Amazon; and

The Parties have agreed to further amend the Agreement as described in this Amendment No. 1.

NOW, THEREFORE, for and in consideration of the mutual terms and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. Defined Terms. All capitalized terms used herein and not otherwise defined will have the meanings given to those terms in the Agreement.

2. Amendment. As of the Amendment No. 1 Effective Date, the Agreement is amended as follows:

2.1 Section 2.10.1 is amended by striking the following sentence capping the number of Block Hours in March 2021: “The Parties agree that the Flight Schedule for the calendar month of March 2021 will not exceed an average of 220 Block Hours per Aircraft then subject to a Carrier Work Order.”

2.2 Exhibit A is amended by adding two additional Committed Aircraft with Services Commencement Dates in October 2020 and November 2020. For clarity, no additional start-up costs will be payable by Amazon to Sun Country under Section 3.2 of the Agreement or otherwise with respect to such Committed Aircraft. The updated Exhibit A is attached hereto as Attachment 1.

2.3 Exhibit F is amended by reducing the Fixed Monthly Charge to [***], provided that: (a) Amazon will continue to pay Sun Country the current Fixed Monthly Charge of [***] for the first 10 Committed Aircraft listed on Exhibit A (the “Initial Committed Aircraft”) between the Amendment No. 1 Effective Date and the date on which Sun Country takes delivery of the 12th Committed Aircraft under an Aircraft Sublease (the “Holdback Period”); and (b) Sun Country will credit Amazon an amount equal to difference between (i) the aggregate Fixed Monthly Charges of [***] that Amazon will have paid Sun Country for the Initial Committed Aircraft during the Holdback Period and (ii) the aggregate amount of Fixed Monthly Charges of [***] that Amazon would have otherwise paid Sun Country for the Initial Committed Aircraft during the Holdback Period, on the next Monthly Invoice (the “Credit Amount”), provided that, in any case, the Credit Amount will not exceed [***]. The updated Exhibit F is attached hereto as Attachment 2.

3. December 2020 Block Hours. Subject to Section 2.3 of the Agreement, Amazon estimates the Flight Schedule will include an average of approximately 254 Block Hours per Aircraft for the month of December 2020.

4. Ratification. All of the terms and provisions of this Amendment No. 1 are incorporated by reference into the Agreement as appropriate and as indicated as if such terms and provisions were set forth in full in the Agreement. The Agreement is, and will continue to be, in full force and effect and is ratified and confirmed by the Parties in all respects.

5. No Limitation. Nothing contained in this Amendment No. 1 will in any way limit, waive, modify or terminate any of the liabilities or obligations of either Party under the Agreement except as expressly provided in this Amendment No. 1.

6. Counterparts. Each Party may effect the execution and delivery of this Amendment No. 1 by facsimile or electronic transmission (including in portable document format or by electronic signature) of one or more signed counterparts that together will constitute one and the same instrument.

7. Governing Law. The internal laws of the State of New York, excluding its conflicts of law rules, govern this Amendment No. 1. The Parties irrevocably submit to the exclusive personal jurisdiction and venue in the federal and state courts in New York County, New York for any dispute arising out of this Amendment No. 1 and waive all objections to jurisdiction and venue of such courts.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

2

This Amendment No. I to Air Transportation Services Agreement is signed by duly authorized representatives of the Parties as of the Amendment No. I Effective Date.

AMAZON: Xxxxxx.xxx Services LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Date Signed: June 27, 2020		SUN COUNTRY: Sun Country, Inc. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Executive Officer Date Signed: June 30, 2020
Address: Xxxxxx.xxx Services LLC Attention: Vice President, Amazon Global Air (if by USPS) X.X. Xxx 00000 (if by courier): 000 Xxxxx Xxxxxx Xxxxx Xxxxxxx, XX 00000-0000 Facsimile: (000) 000-0000 Phone: (000) 000-0000 With a copy to: Attention: General Counsel (same P.O. box and courier address) Email: xxxxxxxxx-xxxxx@xxxxxx.xxx Facsimile: (000) 000-0000		Address: At Sun County, Inc. Attention: CEO 0000 Xxxxx Xx Xxxxxxxxxxx, XX 00000 With a copy to: Attention: General Counsel 0000 Xxxxx Xxxx Xxxxxxxxxxx, XX 00000

[Signature Page to Amendment No. 1 to Air Transportation Services Agreement]

ATTACHMENT 1

Exhibit A

Committed Aircraft

Manufacturer		Model Number		Serial Number		Services Commencement Date
1. Boeing		737-800		32348		April 2020
2. Boeing		737-800		32601		April 2020
3. Boeing		737-800		32579		May 2020
4. Boeing		737-800		29947		May 2020
5. Boeing		737-800		32577		May 2020
6. Boeing		737-800		32607		May 2020
7. Boeing		737-800		32605		May 2020
8. Boeing		737-800		32578		June 2020
9. Boeing		737-800		33677		July 2020
10. Boeing		737-800		32739		August 2020
11. Boeing		737-800		34030		October 2020
12. Boeing		737-800		29120		November 2020

Attachment 1

ATTACHMENT 2

Exhibit F

Price Schedule

AMAZON AIR - PRICING MODEL FOR CARRIER’S CMI ON 737-800 OPERATING AIRCRAFT
		PER AIRCRAFT
TOTAL FIXED MONTHLY CHARGE		$	[	***]
TOTAL VARIABLE CHARGE PER BLOCK HOUR		$	[	***]
TOTAL VARIABLE CHARGE PER CYCLE		$	[	***]
AMAZON AIR - PRICING MODEL FOR CARRIER’S CMI ON 737-800 NETWORK SPARE AIRCRAFT
		PER 8 HOUR SPARE PERIOD
Total Fixed Spare Period (8 hours) Charge for any Network Spare Aircrafts		$	[	***]

* The amount of the Fixed Monthly Charge to be paid by Amazon to Sun Country for the Initial Committed Aircraft during the Holdback Period will be subject to Section 2.3 of Amendment No. 1.

Attachment 2