Exhibit 10.7(a)

PORTIONS
OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION IN A CONFIDENTIAL TREATMENT REQUEST
UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE
SYMBOL "[***]" IN THIS EXHIBIT INDICATES THAT INFORMATION HAS BEEN OMITTED.

AMENDMENT NUMBER TWO TO LEASE AGREEMENT

This Amendment Number Two to Lease Agreement (the "Amendment") is executed as of the 23rd day of December, 2004, by and between Frontier Center One, LLC, a
Colorado limited liability company ("Landlord"), and Frontier Airlines, Inc., a Colorado corporation ("Tenant").

WHEREAS,
Landlord and Tenant are parties to a lease dated May 10, 2000, and amended by Amendment Number One to Lease Agreement dated October 31, 2000, (collectively, the
"Lease") under which Tenant leased all of the space in the Building located at 7001 Tower Road, Denver, Colorado 80249; and

WHEREAS,
Landlord and Tenant have agreed to extend the term of the Lease and to modify other provisions of the Lease, all as provided in this Amendment.

NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree that the Lease shall be amended as follows:

1.Term.The Primary Lease Term is hereby extended for two (2) years for a full term of fourteen
(14) years and four (4) months. The parties agree that the Commencement Date was October 1, 2000, and that the Primary Lease Term shall end on January 31, 2015, unless
terminated sooner as provided in the Lease.

2.Base Rent.



Lease Year

Per Square Foot

Monthly Base Rent13

[***]

[***]14

[***]

[***]




Lease Year

Per Square Foot

Monthly Base Rent13

[***]

[***]14

[***]

[***]




3.Permitted Use.Section 1.11 of the Lease is amended in its entirety to read as follows:



4.Basic Provisions; Premises, Parking and Common Areas.



5.Delay in Possession.Section 3.2 of the Lease is deleted in its entirety.

6.Operating Expenses.



7.Maintenance, Repairs, Utility Installations, Trade Fixtures and Alterations.



8.Insurance; Indemnity



9.Payment of Taxes.Section 11.1 is amended by adding the following sentence:



10.Utilities.Section 12 is amended in its entirety to read as follows:



11.Assignment and Subletting.



12.Inducement Recapture in Event of Default.Section 14.3 is deleted in its entirety.

13.Default by Landlord.Section 14.5 is amended by the addition of the following:



14.Financial Statement.Section 17.2 is amended by adding the following new sentence:



15.Notice.The addresses for notice to the parties specified in Section 24.1 are amended in their
entirety to read as follows:

If
to Landlord:



16.Notice of Option Exercise.Section 50.1 is amended by substituting "Section 50.5" for
"subparagraph E."

17.Expiration of Option.Section 50.3 is amended by substituting "Sections 50.1 and 50.2" for
"subparagraphs A and B."

18.Option to Extend.



19.Condition Precedent.This Amendment shall be effective on the date of, and only upon, conveyance of title to
the Building Complex by Landlord to Todd Family Partnership, L.P. and affiliates thereof. If such conveyance does not occur on or before December 31, 2004, this Amendment shall be null and
void, the Lease shall remain in effect on the terms stated therein, and Landlord and Tenant shall have no further rights or obligations hereunder.

20.Miscellaneous.



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of page intentionally left blank]







The
parties hereto have executed this Amendment Number Two to Lease Agreement as of the date and year first above written.

|LANDLORD:                                                    |  | TENANT:                                                                     
|------------------------------------------------------------ |  | ----------------------------------------------------------------------------
|FRONTIER CENTER ONE LLC,a Colorado limited liability company |  | FRONTIER AIRLINES, INC.,a Colorado corporation                              
|By:                                                          |  | SHEA FRONTIER CENTER, LLC,
a Colorado limited liability company,
its Manager
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|                                                             |  | By:                                                                         
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