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                                                                                              EXECUTION VERSION

                            AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT No. 2

                                        Dated as of September 29, 2000

                                                    Between

                                     GENERAL ELECTRIC CAPITAL CORPORATION

                                                   as Lessor

                                                      and

                                            FRONTIER AIRLINES, INC.

                                                   as Lessee

                                                 in respect of
                                  Aircraft Lease Agreement dated as of October 20, 1995
                        relating to one Boeing 737-301 aircraft manufacturer's serial number 23257

THIS AGREEMENT is dated as of September 29, 2000

BETWEEN:

GENERAL ELECTRIC CAPITAL CORPORATION, a company incorporated under the laws of New York whose headquarters
are at 260 Long Ridge Road, Stamford, CT 06927 ("Lessor"); and

FRONTIER AIRLINES, INC., a company incorporated under the laws of Colorado whose headquarters are at 12015
East 46th Avenue, Denver, Colorado 80239 ("Lessee").

WHEREAS:

(A)        By an Aircraft Lease Agreement dated as of October 20, 1995 as amended and supplemented by Letter
           Agreement No. 1 dated as of October 20, 1995, and as further amended and supplemented by an
           Aircraft Lease Extension and Amendment Agreement dated as of October 1, 1999 and an Amendment to
           Letter Agreement No. 1 dated as of October 1, 1999 (as further amended, modified and supplemented
           from time to time, the "Lease"), Lessor leased to Lessee and Lessee took on lease one Boeing
           737-301 aircraft with manufacturer's serial number 23257, together with the engines (each having
           750 or more rated takeoff horsepower) installed thereon, all more fully identified in Schedule 1
           hereto, together with the related parts and equipment (collectively, the "Aircraft") on the terms
           and subject to the conditions contained therein.

(B)        Interests in the Aircraft and such engines are affected by the Lease and the other instruments
           identified (together with information respecting their recordation by the FAA under the Federal
           Aviation Act) in Schedule 2 hereto.

(C)        Lessor and Lessee wish to enter into this Agreement for the purpose of extending the term of the
           Lease and making certain further amendments to the Lease.

IT IS AGREED as follows:

1.       INTERPRETATION

1.1        Definitions:  Capitalised terms used herein but not defined shall have the respective meanings
           ascribed to such terms in the Lease.  In this Agreement "Extended Lease" means the Lease as
           amended by this Agreement.

1.2        Construction:  The provisions of Clause 1.2 (Construction) of the Lease shall apply to this
           Agreement as if the same were set out in full herein.

2.       REPRESENTATIONS AND WARRANTIES

         Lessee hereby repeats the representations and warranties in Clause 2.1 of the Lease as if made with
         reference to the facts and circumstances existing as at the date hereof and as if the references in
         such representations and warranties to "this Agreement" referred to the Lease as amended by this
         Agreement.

3.       LEASE EXTENSION

         Lessor and Lessee hereby agree (subject to satisfaction of the conditions specified in Clause 5) to
         extend the period for which the Aircraft is leased to Lessee pursuant to the Lease from the current
         Expiry Date of February 23, 2003 to September 30, 2003.  Accordingly, the Lease is hereby amended
         (subject to satisfaction of the conditions specified in Clause 5) by deleting it in its entirety and
         replacing it with the following:

         Expiry Date                September 30, 2003 or if earlier the date on which:

(a)      Lessor, acting in accordance with the terms of this Agreement terminates the leasing of the Aircraft
                                            to Lessee under this Agreement; or

(b)      Lessor receives the Agreed Value together with any other amounts then due and unpaid by Lessee
                                            following an Event of Loss.

4.         OTHER AMENDMENTS TO LEASE

4.1        Other Amendments:  The Lease shall be further amended (subject to satisfaction of the conditions
           specified in Clause 5) as follows:

4.1.1      The following definitions shall be added in the appropriate alphabetical order in Clause 1.1:

           "Pre-Approved Bank               Wells Fargo Bank, N.A."

           "Letter of Credit                as defined in Clause 5.1 hereof."

           "Required LC Expiry Date"        the date which is 91 days after the Expiry Date."

4.1.2      Clause 5.1 is hereby amended and restated its entirety as follows:

           "5.1       Deposit:

           (a)        Lessee shall pay to Lessor a Deposit in the amount set forth in the definition of that
                      term in Letter Agreement Number 1.

           (b)        In lieu of a cash Deposit, Lessee shall have the option to provide Lessor with a letter
                      of credit issued and payable by a Pre-Approved Bank or another bank reasonably
                      acceptable to Lessor in its reasonable discretion and in form and substance reasonably
                      acceptable to Lessor, and, if not issued by a Pre-Approved Bank or by the New York
                      branch of a major bank reasonably acceptable to Lessor in its reasonable discretion from
                      time to time, will be confirmed by and payable at the New York branch of a major bank
                      reasonably acceptable to Lessor in its reasonable discretion from time to time (the
                      "Letter of Credit").  The Letter of Credit will be issued in lieu of a cash Deposit as
                      security for all payment obligations of Lessee under the Lease and Other Agreements
                      (including any and all obligations to indemnify Lessor for Losses suffered or incurred
                      by it), which shall remain in full force and effect and may be drawn down by Lessor upon
                      demand at any time or times following the occurrence of an Event of Default until the
                      Required LC Expiry Date.

           (c)        With the prior written consent of Lessor, the Letter of Credit may have a validity
                      period or periods ending prior to the Required LC Expiry Date, provided that (i) the
                      Letter of Credit shall, in each case, be renewed and delivered to Lessor not later than
                      45 days prior to its expiry; and (ii) a Letter of Credit shall remain in force at all
                      times up to the Required LC Expiry Date.

           (d)        If at any time during the Term, Lessor reasonably determines in its reasonable
                      discretion that the current issuing or confirming bank for the Letter of Credit is no
                      longer an acceptable issuing or confirming bank (whether by virtue of a material adverse
                      change in its financial condition, a decrease in any credit rating of its long-term
                      unsecured debt obligations, or for any other reason) Lessee shall promptly procure that
                      the Letter of Credit is replaced by a Letter of Credit issued by another bank reasonably
                      acceptable to Lessor in its reasonable discretion and (if reasonably requested by Lessor
                      in its reasonable discretion) that such replacement Letter of Credit is confirmed by
                      another bank reasonably acceptable to Lessor in its reasonable discretion.

           (e)        If Lessor makes a drawing under the Letter of Credit, Lessee shall, following a demand
                      in writing by Lessor, procure that the maximum amount available for drawing under the
                      Letter of Credit is promptly restored to the level at which it stood immediately prior
                      to such drawing.

           (f)        If Lessee elects to provide Lessor with a Letter of Credit in lieu of the cash Deposit
                      pursuant to the provisions of this Clause 5.1, then promptly upon receipt by Lessor of
                      such Letter of Credit, Lessor shall return such cash Deposit to Lessee.  If at any time
                      thereafter a Letter of Credit shall not be in force and effect, then Lessee shall
                      promptly provide Lessor with a cash Deposit.

           (g)        So long as no Default or Event of Default then exists, Lessor shall refund to Lessee all
                      Deposits (if any) then held by Lessor or, as the case may be, return the Letter of
                      Credit upon return and final acceptance of the Aircraft by Lessor on the Expiry Date or
                      promptly after receipt of the Agreed Value after an Event of Loss.

4.1.3    Clause 7.3(b)(i) shall be amended by inserting the words "(if any) or, as the case may be, return
         the Letter of Credit" immediately after the word "Deposit".

4.1.4    Clause 16.7 (a) shall be amended be deleting the Phrase beginning with the words "The U.N.
         Convention" through the words ", and" at the end thereof and replacing them with the word "or".

4.1.5      The following sentence shall be added at the end of Clause 16.12(a):

           "The U.N. Convention on Contracts for the International Sales of Goods is not applicable to this
           Agreement and all of its terms must be construed in accordance with the Governing Law applicable
           to domestic transactions in the jurisdiction to which the Governing Law pertains."

5.       CONDITIONS PRECEDENT

5.1        Conditions:  This Agreement and Lessor's obligation to extend the Term shall be subject to the
           satisfaction of each of the following conditions and receipt of the following documents:

           (a)        Insurances:  certificates of insurance, an undertaking from Lessee's insurance broker
                      and other evidence satisfactory to Lessor of Lessee's due compliance with the provisions
                      of the Lease (as extended hereby) regarding Insurances;

           (b)        Legal Opinion:  a legal opinion from Lessee's counsel in form and substance reasonably
                      acceptable to Lessor;

           (c)        Filings and FAA Opinion:  evidence of the recordation of this Amendment with the FAA
                      and, promptly after such recordation, provision by Lessee to Lessor of an opinion of FAA
                      counsel acceptable to Lessor who are recognized specialists with regard to FAA
                      registration matters in a form acceptable to Lessor acting reasonably as to the due
                      filing for recordation of this Amendment;

           (d)        Certificate of Lease Termination: a replacement certificate of lease termination
                      executed by a duly authorized officer of Lessee, substantially in the form of Schedule 3
                      hereto, acknowledging that the Extended Lease is no longer in effect with respect to the
                      Aircraft, which certificate Lessor will hold in escrow to be filed at the FAA upon the
                      expiration of the Term or other termination of the leasing of the Aircraft to Lessee
                      pursuant to the Extended Lease.

           (e)        Other: such other documents as Lessor may reasonably request.

5.2        Further Conditions:  The obligation of Lessor to extend the Term under this Agreement is subject
           to the further condition that, as of February 23, 2003 (the Expiry Date prior to the amendment
           contained herein), no Default or Event of Default shall have occurred and be continuing under the
           Lease or any other Operative Document.

5.3        Waiver:  The conditions specified in Clauses 5.1 and 5.2 are for the sole benefit of Lessor and
           may be waived or deferred (in whole or in part and with or without conditions) by Lessor.

6.       MISCELLANEOUS

6.1        Further Assurances:  Lessee agrees from time to time to do and perform such other and further acts
           and execute and deliver any and all such other instruments as may be required by law or reasonably
           requested by Lessor to establish, maintain and protect the rights and remedies of Lessor and to
           carry out and effect the intent and purpose of this Agreement.

6.2        Counterparts:  This Agreement may be executed in any number of separate counterparts, and each
           counterpart shall when executed and delivered be an original document, but all counterparts shall
           together constitute one and the same instrument.

6.3        Governing Law:  The provisions of Clause 16.12 (Governing Law and Jurisdiction) of the Lease shall
           apply to this Agreement as if the same were set out in full herein.

6.4        Variation:  The provisions of this Agreement shall not be varied otherwise than by an instrument
           in writing executed by or on behalf of Lessor and Lessee.

6.5        Invalidity of any Provision:  If any provision of this Agreement becomes invalid, illegal or
           unenforceable in any respect under any law, the validity, legality and enforceability of the
           remaining provisions shall not in any way be affected or impaired.

6.6        Costs and Expenses:  In accordance with Clause 16.9 of the Lease, Lessee shall bear the costs and
           expenses associated with this extension and amendment of the Lease, including without limitation
           the costs and expenses of legal counsel providing the legal opinions referenced in Clause 5.1

7.         CONTINUATION OF LEASE

           Save as expressly amended by this Agreement, the Lease shall continue in full and unvaried force
           and effect as the legal, valid and binding rights and obligations of each of Lessor and Lessee
           enforceable in accordance with their respective terms.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

Signed for and on behalf of

GENERAL ELECTRIC CAPITAL CORPORATION

By:        __________________

Title:     __________________

Signed for and on behalf of

FRONTIER AIRLINES, INC.

By:        __________________

Title:     __________________

                                                  SCHEDULE 1

                                            DESCRIPTION OF AIRCRAFT
                                            -----------------------

AIRCRAFT:                  N578US

Manufacturer:              Boeing

Model:                     737-301

Serial Number              23257

ENGINES:

Type:                      CFM International Inc. CFM-56-3B2

Serial Nos.:               721160 and 725729

                                                  SCHEDULE 2

                                                  INSTRUMENTS
                                                  -----------

         Aircraft Lease Agreement dated as of October 20, 1995, between General Electric Capital Corporation
         as lessor and Frontier Airlines, Inc. as lessee, as supplemented by Lease Supplement No. 1 dated
         October 24, 1995, recorded by the Federal Aviation Administration on December 20, 1995, as
         Conveyance no. SS004071 (the "Lease")

                                                  SCHEDULE 3

                                                   [FORM OF]

                                       CERTIFICATE OF LEASE TERMINATION

         The undersigned hereby certify that the Aircraft Lease Agreement dated as of October 20, 1995, as
amended and supplemented from time to time, including, without limitation, by the Aircraft Lease Extension
and Amendment Agreement dated as of October 1, 1999 and by the Aircraft Lease Extension and Amendment
Agreement No. 2 dated as of September __, 2000, and as further described in the Appendix attached hereto, has
terminated and the aircraft and the aircraft engines covered thereby are no longer subject to the terms
thereof.  This certificate may be executed in one or more counterparts each of which when taken together
shall constitute one and the same instrument.

DATED this _________________ day of____________________________

Lessor:                             Lessee:

GENERAL ELECTRIC CAPITAL            FRONTIER AIRLINES, INC.
CORPORATION

By: _______________________         By: ________________________

Title:                              Title:
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