AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT





                           Dated as of October 1, 1999



                                     between



                           AIRPLANES HOLDINGS LIMITED

                       (formerly known as GPA II Limited)

                                    as Lessor



                                       and



                             FRONTIER AIRLINES, INC.

                                    as Lessee









                                  in respect of
                        Aircraft Lease Agreement dated as
                 of October 20, 1995 relating to Boeing 737-301
               aircraft bearing manufacturer's serial number 23177

(Portions  of this  exhibit  have  been  excluded  from the  publicly  available
document and an application for an order granting confidential  treatment of the
excluded material has been made. These items are maked with (*).)












THIS AGREEMENT is made as of October 1, 1999 BETWEEN:

AIRPLANES  HOLDINGS  LIMITED  (formerly  known  as GPA II  Limited),  a  company
incorporated  under the laws of Ireland whose  registered  office is at Aviation
House, Shannon, County Clare, Ireland ("Lessor"); and

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

WHEREAS:

(A)      By an  Aircraft  Lease  Agreement  dated as of  October  20,  1995 (the
         "Lease"),  Lessor  leased to Lessee and Lessee took on lease one Boeing
         737-301   aircraft  with   manufacturer's   serial  number  23177  (the
         "Aircraft")  on the  terms  and  subject  to the  conditions  contained
         therein.

(B)      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 to and including February 28, 2003. Accordingly,  the Lease
         is hereby amended (subject to satisfaction of the conditions  specified
         in Clause 5) by deleting the words "the day preceding  the  numerically
         corresponding  day" through the words  "following  an Event of Loss" in
         the  definition of "Expiry Date" in Clause 1.1 and replacing  them with
         the words "February 28, 2003".

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  definition of "Adjustment  Date" in Clause 1.1 shall be amended by
         deleting  the  current  language  and  replacing it with the following:
         "March 28, 1996".

4.1.2    The definition of  "Deposit"in  Clause 1.1 shall be amended by deleting
         the current language and replacing it with the following:  "(*).",
         and Clause 5.1 shall be amended by deleting  the current  language  and
         replacing it with the  following:  "Deposit:  Lessee has paid to Lessor
         the Deposit.".

4.1.3    The  definition  of "Owner" in Clause 1.1 shall be amended by  deleting
         the words "GPA Finance  (Bermuda)  Limited" and replacing them with the
         words "Airplanes (Bermuda) Limited".

4.1.4    The  amount  of Rent for each Rental Period  during the extended  Term,
         from  February   29, 2000   through  February  28,  2003, shall be (*).
         Accordingly,  with effect from  February 29, 2000,  (i)  Clause  5.3(a)
         shall be amended by deleting the current language in its  entirety  and
         replacing it with the following:  "Rent: Lessee  will  pay to Lessor or
         its order on each  Rent  Date  Rent in the  amount  of (*)."  and  (ii)
         Clause  5.3(b) shall be amended  by deleting  the  current  language in
         its entirety and  replacing  it  with  the  following:  "[Intentionally
         Omitted.]".

4.1.5    The  word  "or"  at  the end of Clause 16.7(a) shall be deleted and the
         following shall be added at the end of Clause 16.7(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;
         and".

4.1.6    Clause 16.11 shall be  amended by deleting the Lessor and Owner contact
         information and replacing it with the following:

         "Lessor: Address: c/o GE Capital  Aviation  Services, Limited, Aviation
         House,  Shannon,  County  Clare,  Ireland,   Attn.:  Contracts  Leader;
         Facsimile: 353 61 706867; Telephone: 353 61 706784.

         Owner:  Address:  c/o  GE  Capital Aviation Services, Limited, Aviation
         House,  Shannon,  County  Clare,  Ireland,   Attn.:  Contracts  Leader;
         Facsimile: 353 61 706867; Telephone: 353 61 706784.".

4.1.7    In Clause 17.1(a), the  words  "DATE  PROCESSING," shall be added after
         the word "DURABILITY," in the fourth line thereof.

5.       CONDITIONS PRECEDENT

5.1      Conditions:  This Agreement and Lessor's  obligation to extend the Term
         shall take  effect  upon  issuance by Lessor of a notice to Lessee (the
         "Extension   Notice")  confirming  the  satisfaction  of  each  of  the
         following  conditions and receipt of the following  documents by Lessor
         on or prior to February 28, 2000:

         (a)      Resolutions:  a copy of a resolution of the board of directors
                  of  Lessee   approving   the  terms   of,   and   transactions
                  contemplated by, this Agreement,  resolving that it enter into
                  this Agreement,  and authorising a specified person or persons
                  to execute this Agreement;

         (b)      Legal Opinions:  a legal opinion from legal counsel acceptable
                  to Lessor in the form of Schedule 1,  together with a draft of
                  a legal  opinion  from Crowe & Dunlevy  P.C. or other  counsel
                  acceptable  to  Lessor  who are  recognized  specialists  with
                  regard  to FAA  registration  matters  in form  acceptable  to
                  Lessor as to the due filing for recordation of this Agreement,
                  to be  delivered  in executed  final form to Lessor and Lessee
                  upon such filing and recordation;

         (c)      Certificate of Lease Termination: a replacement certificate of
                  lease  termination  executed by a duly  authorized  officer of
                  Lessee,  substantially  in the  form  of  Schedule  2  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; and

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

5.2      Further  Conditions  Precedent:  The obligation of Lessor to extend the
         Term  under  this  Agreement  is  subject  to  the  further  conditions
         precedent that as of the date of issuance of the Extension Notice:

         (a)      the  representations  and warranties of Lessee under  Clause 2
                  of  this  Agreement  and u nder Clause 2 of the Lease shall be
                  true and correct; and

         (b)      no Default  shall have  occurred  and be  continuing  or might
                  result  from the leasing of the  Aircraft to Lessee  under the
                  Extended Lease.

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 1 6.12  (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.



<PAGE>




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



Signed for and on behalf of
AIRPLANES HOLDINGS LIMITED

(formerly known as GPA II Limited)

By:        __________________

Name:      __________________

Title:     __________________



Signed for and on behalf of FRONTIER AIRLINES, INC.

By:        __________________

Name:      __________________

Title:     __________________



<PAGE>


                                   SCHEDULE 1

                              FORM OF LEGAL OPINION

  [TO BE CONFORMED TO FORM PROVIDED AT ORIGINAL DELIVERY, UPDATED AS NECESSARY]



Airplanes Holdings Limited
Aviation House
Shannon
Co. Clare
Ireland


[Date]

Dear Sirs,

1.       You  have  asked  us to  render  an  opinion  in  connection  with  the
         transaction  governed by or subject to, inter alia, the under-mentioned
         documents.

1.1      the Agreement as defined in paragraph 1.4 below;

1.2      the Amendment as defined in paragraph 1.4 below;

1.3      the [Articles of Incorporation and By-laws]* of Lessee; and

[*Counsel  should  amend this  reference  as  necessary  to describe  the actual
constitutional documents of Lessee]

1.4      all other  documents,  approvals  and  consents of whatever  nature and
         wherever  kept which it was,  in our  judgement  and to our  knowledge,
         necessary  or  appropriate  to examine to enable us to give the opinion
         expressed below.

         Words and expressions  used and not otherwise  defined herein will bear
         the same  meanings  as defined in an  Aircraft  Lease  Agreement  dated
         ________  19__  between  ________  ________   ("Lessor")  and  ________
         ________   ("Lessee")   in  respect  of  one  ________   aircraft  with
         manufacturer's  serial  number  ________  together  with  the  ________
         installed  ________  engines (the  "Aircraft"),  as amended,  modified,
         extended or supplemented by that certain  Aircraft Lease Extension [and
         Amendment] Agreement, dated ______ 19__ between Lessor and Lessee) (the
         "Amendment").  As used herein the term  "Agreement"  means and includes
         the  Aircraft  Lease   Agreement  as  defined  in  the  Aircraft  Lease
         Agreement, as amended, modified,  extended or supplemented from time to
         time, including as amended by the Amendment.

         The term "Deregistration Power of Attorney" means the power of attorney
         granted  by Lessee in favour of  ________  pursuant  to  paragraph  1.1
         (a)(j) in Schedule 3 to the Agreement.

2.       Having considered the documents listed in paragraph 1 above, and having
         regard to the relevant laws of ________ we are  pleased  to advise tha
       t in our opinion:

(a)      Lessee is a company duly  incorporated  under the laws of ________ , is
         qualified to do business as a foreign  corporation in each jurisdiction
         where failure to so qualify would have a materially  adverse  effect on
         Lessee's  business or its ability to perform its obligations  under the
         Agreement,  and is subject to suit in its own name, and, to the best of
         our  knowledge,  no steps have been,  or are being,  taken to appoint a
         receiver,  liquidator,  trustee or similar officer over, or to wind up,
         Lessee;

(b)      Lessee has the corporate power to enter into and perform, and has taken
         all necessary corporate action to authorise the entry into, performance
         and delivery of, the Amendment and the transactions contemplated by the
         Amendment;

(c)      the entry into and performance  by  Lessee  of,  and  the  transactions
         contemplated by, the Amendment do not and will not:

         (i)      conflict with any laws binding on Lessee; or

         (ii)     conflict  with the  [Articles  of Incorporation or By-laws] of
                  Lessee; or

         (iii)    conflict  with or result in  default  under any  agreement  or
                  instrument  which is binding  upon Lessee or any of its assets
                  or result in the creation of any Security Interest over any of
                  its assets;

(d)      no  authorisations,  consents,  licenses,  approvals  or  registrations
         (other  than those  which have been  obtained  and of which  copies are
         attached  hereto) are  necessary or  desirable to be obtained  from any
         governmental  or  other  regulatory   authorities  in  ________  having
         jurisdiction over Lessee or its properties to enable Lessee:

         (1)      to enter into and perform the transactions contemplated by the
                  Amendment;

         (2)      to  continue  the import of the Aircraft into ________ for the
                  duration of the Term;

         (3)      to operate the  Aircraft  in  ________  and  on  international
                  flights for the transport of fare-paying passengers; or

         (4)      to make the payments provided for in the Agreement;

(e)      except for the filing and  recordation  of the Amendment  with ________
         (which  filing  has been duly made on or  before  this  date) it is not
         necessary  or  desirable,   to  ensure  the   priority,   validity  and
         enforceability  of any of the obligations of Lessee under the Amendment
         that the Amendment be filed,  registered,  recorded or notarised in any
         public  office  or  elsewhere  or that any  other  instrument  relating
         thereto be signed,  delivered,  filed, registered or recorded, that any
         tax or duty be paid or that any other action whatsoever be taken;

(f)      the  interests of Lessor in the Aircraft are  registered  on the public
         register  of  aircraft  of the Air  Authority  and no other  steps  are
         necessary or desirable  to record or perfect  Lessor's  interest in the
         Aircraft in ________ ;

(g)      on termination of the Agreement (whether  on  expiry  or  otherwise) as
         contemplated in the Agreement, Lessor would be entitled:

         (1)      to repossess the Aircraft;

         (2)      to  deregister  the  Aircraft  from  the  register  of the Air
                  Authority;

         (3)      to export the Aircraft from ________ ;

         without requiring any further consents, approvals or licenses from  any
         governmental or regulatory authority in ________ ;

(h)      the  Amendment  has been  properly  signed and  delivered  on behalf of
         Lessee and the obligations on the part of Lessee contained  therein are
         valid and legally binding on and  enforceable  against Lessee under the
         laws of [Ireland] [England] [New York];

(i)      the events  described in Schedule 9 paragraphs  (g), (h) and (i) of the
         Agreement comprise an accurate and complete statement of all events and
         situations  provided for by the laws of ________  which may lead to the
         cessation of activities, winding up or dissolution of Lessee;

(j)      the  obligations of Lessee under the Agreement rank at least pari passu
         with  all  other  present  and  future  unsecured  and   unsubordinated
         (including contingent obligations) of Lessee;

(k)      there  is no  withholding  tax or  other  Tax to be  deducted  from any
         payment  whatsoever  which  may  be  made  by  Lessee  pursuant  to the
         Agreement;  with respect to any withholdings,  the provisions of Clause
         5.6  of  the  Agreement  are  fully  effective;  and  the  arrangements
         contemplated by the Agreement do not give rise to any charge whatsoever
         to Taxes in ________ ;

(l)      there  is  no  applicable  usury or interest limitation law in ________
         which may restrict the recovery  of  payments  in  accordance  with the
         Agreement;

(m)      there are no  registration,  stamp or other taxes or duties of any kind
         payable in ________ in connection  with the  signature,  performance or
         enforcement by legal proceedings of the Agreement;

(n)      Lessor will not violate any law or  regulation  in ________  nor become
         liable to tax in ________ by reason of entering into the Amendment with
         Lessee, or performing its obligations thereunder;

(o)      it  is  not  necessary  to establish a place of business in ________ in
         order to enforce any provisions of the Agreement;

(p)      the  choice  of the  Governing  Law to  govern  the  Amendment  and the
         Agreement  will be upheld as a valid choice of law in any action in the
         courts of ________ ;

(q)      the consent to the jurisdiction by Lessee contained in the Agreement is
         valid and binding on Lessee and not subject to revocation;

(r)      any  judgement  for a  definite  sum given by the  courts  of  ________
         against  Lessee  would be  recognised  and  accepted  by the  courts of
         ________ without re-trial or examination of the merits of the case;

(s)      Lessee  is  subject  to  civil  commercial  law  with  respect  to  its
         obligations  under the  Agreement;  and  neither  Lessee nor any of its
         assets is  entitled  to any right of  immunity;  and the entry into and
         performance  of  the  Agreement  by  Lessee   constitute   private  and
         commercial acts;

(t)      there  are no laws or  other  rules  in  ________  (including,  without
         limitation,  emergency  powers  laws)  pursuant to which  Lessee may be
         deprived of the Aircraft by any Government  Entity or any other person,
         other than Lessor or any assignee of Lessor; and

(u)      the  Deregistration  Power of Attorney is fully  effective to authorise
         the Attorney named therein to act in accordance  with the terms set out
         therein,  and a duly appointed  appointee of the Attorney named therein
         may (to the extent permitted by its appointment) serve as agent for the
         Attorney  and  perform  any  and  all  acts  authorised  therein  as if
         originally  authorised  therein;  the Deregistration  Power of Attorney
         cannot be  revoked by Lessee  and would not  terminate  or lapse in the
         event of steps being taken for the cessation of activities,  protection
         from creditors, winding up or dissolution of Lessee.

Yours faithfully,



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