AMENDMENT NO. 2 TO COMMERCIAL AGREEMENT

This Amendment No. 2 to the Commercial Agreement dated as of June 24, 2011, as amended as of September 28, 2011 (the “Commercial Agreement”) by and among Frontier Airlines, Inc. (the “Company”), Republic Airways Holdings Inc. (“Republic”) and FAPAInvest, LLC (“FAPAInvest”), is entered into as of December 30, 2011.

WHEREAS, the Company, Republic and FAPAInvest have entered into the Commercial Agreement; and

WHEREAS, the Company, Republic and FAPAInvest desire to further amend the Commercial Agreement;

NOW, THEREFORE, in consideration of the mutual premises contained herein and intending to be legally bound, the parties hereto hereby agree as follows:

1.    The first sentence of Paragraph C.5 of the Commercial Agreement is hereby amended and restated in its entirety to read as follows:

2.    Concurrently with the execution and delivery of this Amendment No. 2, for and in full consideration of the amendment contained herein, Republic is delivering to FAPAInvest a check (or other form of payment acceptable to FAPAInvest) in the amount of $100,000, or shall transfer such sum to the account of FAPAInvest by wire transfer, the receipt of which FAPAInvest hereby acknowledges.

3.    The Company and Republic hereby confirm that the steps specified in Paragraph C.5.b, Paragraph C.5.c and Paragraph C.5.d of the Commercial Agreement have been taken.

Except as expressly amended hereby, the Commercial Agreement remains in full force and effect.

IN WITNESS WHEREOF, the Company, Republic and FAPAInvest have caused this Amendment No. 2 to the Commercial Agreement to be executed.

Date: December 30, 2011