0001047469-05-017260 Sample Contracts

FIFTH AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • June 14th, 2005 • Frontier Airlines Inc /Co/ • Air transportation, scheduled

THIS FIFTH AMENDMENT TO RIGHTS AGREEMENT (this "Fifth Amendment") is made and entered into as of this 2nd day of May, 2005, by and between FRONTIER AIRLINES, INC. (the "Company") and MELLON INVESTOR SERVICES LLC as Rights Agent (the "Rights Agent").

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FRONTIER AIRLINES, INC. 2004 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • June 14th, 2005 • Frontier Airlines Inc /Co/ • Air transportation, scheduled • Colorado

THIS INCENTIVE STOCK OPTION AGREEMENT is made as of this day of , 200 (the "Grant Date"), between Frontier Airlines, Inc., a Colorado corporation (together with any affiliate, the "Company"), and (the "Option Holder").

FRONTIER AIRLINES, INC. 2004 EQUITY INCENTIVE PLAN STOCK UNIT AGREEMENT
Stock Unit Agreement • June 14th, 2005 • Frontier Airlines Inc /Co/ • Air transportation, scheduled • Colorado

THIS STOCK UNIT AGREEMENT is made as of the day of , 200 (the "Grant Date"), between Frontier Airlines, Inc., a Colorado corporation (together with any affiliate, the "Company"), and (the "Grantee").

FRONTIER AIRLINES, INC. 2004 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • June 14th, 2005 • Frontier Airlines Inc /Co/ • Air transportation, scheduled • Colorado

THIS NON-QUALIFIED STOCK OPTION AGREEMENT is made as of this day of , 200 (the "Grant Date"), between Frontier Airlines, Inc., a Colorado corporation (the "Company"), and (the "Option Holder").

SIXTH AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • June 14th, 2005 • Frontier Airlines Inc /Co/ • Air transportation, scheduled • New York

THIS SIXTH AMENDMENT TO RIGHTS AGREEMENT (this "Sixth Amendment") is made and entered into as of this 2nd day of May, 2005, by and between FRONTIER AIRLINES, INC. (the "Company") and MELLON INVESTOR SERVICES LLC as Rights Agent (the "Rights Agent").

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...
Lease Agreement • June 14th, 2005 • Frontier Airlines Inc /Co/ • Air transportation, scheduled

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").

FRONTIER AIRLINES, INC. 2004 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • June 14th, 2005 • Frontier Airlines Inc /Co/ • Air transportation, scheduled • Colorado

THIS STOCK APPRECIATION RIGHTS AGREEMENT ("Agreement") is made as of , 2005 (the"Grant Date"), by and between Frontier Airlines, Inc., a Colorado corporation (together with any affiliate, the "Company"), and the (the "Grantee").

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