SC 13D

SCHEDULE 13D

Amendment No. 
America West Airlines, Inc.
common stock 
Cusip # 023650104
Filing Fee: Yes


Cusip # 023650104
Item 1: Reporting Person - Belmont Capital Partners II, 
L.P. - (Tax ID:  04-3195259)
Item 4: PF
Item 6: Delaware 
Item 7: 1,920,987.5
Item 8: None
Item 9: 1,920,987.5
Item 10:        None
Item 11:        1,920,987.5
Item 13:        7.60%
Item 14:        PN


Item 1.  Security and Issuer.

	The security to which this statement relates is the 
common stock, $0.25 par value per share (the "Common 
Stock"), of America West Airlines, Inc., a Delaware 
corporation (the "Company").  The principal executive 
offices of the Company are located at 4000 East Sky Harbor 
Boulevard, Phoenix, Arizona 85034.  The Company is currently 
operating as a debtor-in-possession under Chapter 11 of the 
United States Bankruptcy Code.


Item 2.  Identity and Background.

	The shares of Common Stock to which this statement 
relates are directly owned by Belmont Capital Partners II, 
L.P., a Delaware limited partnership ("Belmont II").  The 
principal business of Belmont II is to invest in publicly 
traded and privately held securities and other obligations 
of financially troubled companies. The principal executive 
offices of Belmont II are located at 82 Devonshire Street, 
Boston, Massachusetts 02109. 

	The general partner of Belmont II is Fidelity Capital 
Partners II Corp., a Massachusetts corporation ("Fidelity 
Capital Partners").  The principal business of Fidelity 
Capital Partners is to serve as the general partner of 
Belmont II.  The principal executive offices of Fidelity 
Capital Partners are located at 82 Devonshire Street, 
Boston, Massachusetts 02109.

	Fidelity Capital Partners is a wholly-owned subsidiary 
of FMR Corp., a Massachusetts corporation ("FMR").  FMR is a 
holding company with various directly or indirectly held 
subsidiaries that are engaged in investment management, 
venture capital asset management, securities brokerage, 
transfer and shareholder servicing and real estate 
development.  The principal executive offices of FMR are 
located at 82 Devonshire Street, Boston, Massachusetts 
02109.

	Edward C. Johnson 3d owns 34.0% of the outstanding 
voting common stock of FMR.  Mr. Johnson 3d is also the 
Chairman of FMR.  The business address and principal 
occupation of Mr. Johnson 3d are set forth in Schedule A 
hereto.

	The name, residence or business address, principal 
occupation or employment and citizenship of each of the 
executive officers and directors of FMR are set forth in 
Schedule A hereto.

	Fidelity Management Trust Company ("FMTC"), a wholly-
owned subsidiary of FMR and a bank, as defined in 
Section 3(a)(6) of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), serves as trustee or managing 
agent for Belmont II and various other private investment 
accounts, primarily employee benefit plans.  FMTC and 
Belmont II are parties to an Investment Management Agreement 
pursuant to which, among other things, FMTC has the power to 
(i) direct the voting of securities held by Belmont II and 
(ii) direct the disposition of securities and other assets 
held by Belmont II.  The principal executive offices of FMTC 
are located at 82 Devonshire Street, Boston, Massachusetts 
02109.

	Belmont II, Fidelity Capital Partners, FMR, Edward C. 
Johnson 3d and FMTC are hereinafter referred to collectively 
as "Fidelity."
  
	During the last five years, none of the persons named 
in this Item 2 or listed on Schedule A hereto has been 
convicted in any criminal proceeding (excluding traffic 
violations or similar misdemeanors) or has been a party to 
any civil proceeding of a judicial or administrative body of 
competent jurisdiction and as a result of such proceeding 
was or is subject to a judgment, decree or final order 
enjoining future violations of, or prohibiting or mandating 
activities subject to, federal or state securities laws or 
finding any violations with respect to such laws.


Item 3.  Source and Amount of Funds or Other Consideration.

	The aggregate amount of funds required by Belmont II to 
purchase the Shares (as defined in Item 5) from Transpacific 
Enterprises, Inc., a Washington corporation ("Transpacific") 
will be $7,283,976.80.  Belmont II paid Transpacific 
$500,000 of such amount as a deposit upon execution of the 
Transpacific Letter Agreement (as defined in Item 6), and 
shall pay the balance of such funds to Transpacific at a 
closing which is expected to occur on or prior to May 31, 
1994.  Belmont II will use (and in the case of the $500,000 
deposit, has used) its own assets to make such purchase and 
no part of the purchase price for the Shares will consist of 
borrowed funds.


Item 4.  Purpose of Transaction.

	The purpose of purchasing the Shares is to acquire an 
equity interest in the Company in pursuit of specified 
investment objectives established by Belmont II.

	Fidelity intends to review continuously its equity 
position in the Company.  Depending upon future evaluations 
of the business prospects of the Company and upon other 
developments, including, but not limited to, general 
economic and business conditions and money market and stock 
market conditions, Fidelity may determine to increase or 
decrease its equity interest in the Company by acquiring 
additional shares of Common Stock, or by disposing of all or 
a portion of the Shares.  Funds or accounts managed or 
advised by FMTC or its affiliates (other than Belmont II), 
including without limitation Belmont Fund, L.P., a Bermuda 
limited partnership ("Belmont") and Fidelity Copernicus 
Fund, L.P., a Delaware limited partnership ("Copernicus") 
(collectively, the "Fidelity Entities"), may also purchase 
additional shares of Common Stock subject to, among other 
things, the availability and prices of shares for sale and 
other investment opportunities that may be available to the 
Fidelity Entities.

	Except as set forth above and in Item 6 below, Fidelity 
has no present plan or proposal which relates to or would 
result in:

	(a)     the acquisition of additional securities of the 
Company, or the disposition of securities of the 
Company;

	(b)     an extraordinary corporate transaction, such as a 
merger, reorganization or liquidation involving 
the Company or any of its subsidiaries;

	(c)     a sale or transfer of a material amount of assets 
of the Company or any of its subsidiaries;

	(d)     any change in the present board of directors or 
management of the Company, including any plans or 
proposals to change the number or term of 
directors or to fill any existing vacancies on the 
board;

	(e)     any material change in the present capitalization 
or dividend policy of the Company;

	(f)     any other material change in the Company's 
business or corporate structure;

	(g)     changes in the Company's charter, bylaws or 
instruments corresponding thereto or other actions 
which may impede the acquisition of control of the 
Company by any person;

	(h)     a class of securities of the Company to be 
delisted from a national securities exchange or to 
cease to be authorized to be quoted in the inter-
dealer quotation system of a registered national 
securities association;

	(i)     a class of equity securities of the Company 
becoming eligible for termination of registration 
pursuant to Section 12(g)(4) of the Exchange Act; 
or

	(j)     any action similar to any of those enumerated 
above.


Item 5.  Interest in Securities of Issuer.

	(a)     At the date hereof, Belmont II has the right to 
acquire (subject to satisfaction or waiver of the conditions 
contained in the Transpacific Letter Agreement and, when 
executed and delivered by Belmont II and Transpacific, the 
Transpacific Purchase Agreement (as defined in Item 6)) 
1,884,438 shares (the "Common Shares") of Common Stock and 
36,549.5 shares (the "Preferred Shares," together with the 
Common Shares, the "Shares") of the Series C 9.75% preferred 
stock, $0.25 par value per share (the "Preferred Stock"), of 
the Company.  The Preferred Shares are convertible into 
shares of Common Stock on a share-for-share basis, subject 
to certain adjustments.  Assuming conversion of all of the 
Preferred Shares into shares of Common Stock, the Shares 
represent approximately 7.6% of the outstanding shares of 
Common Stock.

	In addition to Belmont II's beneficial ownership of the 
Shares, (i) Fidelity Capital Partners is an indirect 
beneficial owner of the Shares as the general partner of 
Belmont II, (ii) FMR is an indirect beneficial owner of the 
Shares through its ownership of Fidelity Capital Partners, 
(iii) Edward C. Johnson 3d is an indirect beneficial owner 
of the Shares through his indirect controlling interest in 
Fidelity Capital Partners and (iv) FMTC is an indirect 
beneficial owner of the Shares as a result of its power to 
direct the voting and disposition of the Shares pursuant to 
an Investment Management Agreement with Belmont II.  Neither 
Fidelity, any Fidelity Entity, nor any of their respective 
affiliates nor, to the best knowledge of FMR, any of the 
individuals named in Schedule A hereto, beneficially owns 
any other shares of Common Stock.

	As set forth in Item 6, Belmont II has certain 
understandings regarding the Preferred Shares with TPG 
Partners, L.P., a Delaware limited partnership ("TPG") and 
has entered into an agreement with AmWest Partners, L.P., a 
Texas limited partnership ("AmWest"), concerning the 
assignment of certain of AmWest's rights under the 
Investment Agreement (as defined in Item 6 below), but 
Fidelity and the Fidelity Entities disclaim that they and 
TPG and/or AmWest constitute a group within the meaning of 
Section 13(d)(3) of the Exchange Act.  To the extent that 
Fidelity and TPG and/or AmWest constitute a group, however, 
each would be deemed to beneficially own the shares of 
Common Stock owned by the other.  Information concerning 
TPG's and AmWest's ownership of shares of Common Stock is 
contained in a separate Schedule 13D which Belmont II 
understands is being filed by TPG and AmWest.

	(b)     Belmont II, acting through Fidelity Capital 
Partners, its general partner, has the sole power to vote 
and dispose of the Shares.  FMTC, pursuant to an Investment 
Management Agreement with Belmont II, also has the sole 
power to vote and dispose of the Shares.  FMR, through its 
control of Fidelity Capital Partners and FMTC, could be 
deemed to have the power to direct the voting and 
disposition of the Shares.  Edward C. Johnson 3d, through 
his controlling interest in FMR, also could be deemed to 
have the power to direct the voting and disposition of the 
Shares.

	(c)     Except as stated herein, no transactions in shares 
of Common Stock were effected during the past sixty (60) 
days by Fidelity, or, to the best of its knowledge, any of 
the individuals identified in Schedule A hereto.

	(d)     Pursuant to the terms of the Transpacific Letter 
Agreement, Belmont II has agreed to pay to Transpacific the 
amount of any dividends that Belmont II may receive as the 
holder of the Preferred Shares payable in respect of the 
period commencing on the date when dividends were last paid 
on the Preferred Shares through May 3, 1994.

	(e)     Not applicable.

Item 6.  Contracts, Arrangements, Understandings or 
Relationships With Respect to
	    Securities of the Issuer.

	On May 5, 1994, Belmont II and Transpacific entered 
into a letter agreement (the "Transpacific Letter 
Agreement") dated May 5, 1994.  The following is a brief 
description of the Transpacific Letter Agreement and is 
qualified in its entirety by reference to such agreement, a 
copy of which is filed as an exhibit hereto and incorporated 
herein by reference.

	Pursuant to the Transpacific Letter Agreement, Belmont 
II has agreed, subject to the satisfaction or waiver of the 
conditions set forth therein (including the execution and 
delivery by Belmont II and Transpacific of a definitive 
purchase agreement), to purchase the Common Shares at a 
price of $3.60 per share and the Preferred Shares at a price 
of $500,000.  In addition, Belmont II has agreed to pay to 
Transpacific the amount of any dividends that it may receive 
as the holder of the Preferred Shares payable in respect of 
the period commencing on the date when dividends were last 
paid on the Preferred Shares through May 3, 1994.

	Upon the execution of the Transpacific Letter 
Agreement, Belmont II paid to Transpacific the sum of 
$500,000 as a deposit to be applied against the aggregate 
purchase price for the Shares.  Belmont II has agreed to pay 
to Transpacific the balance of the purchase price at a 
closing which is expected to occur on or before May 31, 
1994.

	Pursuant to the Transpacific Letter Agreement, Belmont 
II has agreed to keep Transpacific apprised of any 
information that it receives from the Company regarding the 
status of the payment of any dividends on the Preferred 
Shares and, at its own expense, to prosecute in the 
Company's bankruptcy proceedings any claim for the payment 
of dividends with respect to the Preferred Shares.  TPG and 
Belmont II have agreed in principle that (i) TPG will 
reimburse Belmont II for all expenses incurred by Belmont II 
in connection with such prosecution, and (ii) that such 
parties will cooperate in coordinating such prosecution.  
With the exception of this agreement in principle (to the 
extent that it may be deemed to relate to the Common Stock), 
there are no understandings, agreements, or arrangements 
among Fidelity or the Fidelity Entities and TPG or AmWest 
with respect to the Common Stock.

	Transpacific and Belmont II are currently negotiating 
the terms of a definitive stock purchase agreement (the 
"Transpacific Purchase Agreement") which is to conform with 
the terms and provisions of the Transpacific Letter 
Agreement and shall contain such other terms and provisions 
(including representations and warranties, covenants and 
indemnification provisions) as are customarily contained in 
stock purchase agreements and as may be reasonably 
acceptable to the parties and their respective counsel.  In 
the event that, despite their best efforts, the parties are 
unable to agree upon a mutually acceptable purchase 
agreement by May 21, 1994, either Transpacific or Belmont II 
may terminate the Transpacific Letter Agreement.  The 
$500,000 deposit made by Belmont II will be returned to 
Belmont II by Transpacific upon any termination which is not 
the result of a breach by Belmont II of the Transpacific 
Letter Agreement or the Transpacific Purchase Agreement.  

	On May 6, 1994, TPG entered into a separate letter 
agreement with Transpacific, the terms of which are 
substantially similar to the terms of the Transpacific 
Letter Agreement, except for certain obligations of TPG with 
respect to a claim of Transpacific against the Company.  
Pursuant to such letter agreement, TPG has agreed, subject 
to the satisfaction or waiver of the conditions contained 
therein, to purchase from Transpacific an aggregate of 
1,884,438 shares of Common Stock and 36,549.5 shares of 
Preferred Stock, which together with the Shares, represent 
all of the securities of the Company owned by Transpacific.  
The acquisition by TPG of such shares of Common Stock and 
Preferred Stock is the subject of a separate Schedule 13D 
which Belmont II understands is being filed by TPG and 
AmWest.

	In connection with the transactions described above, 
the Company's Board of Directors adopted certain resolutions 
(i) excepting Fidelity, the Fidelity Entities and certain of 
their affiliates from the application of Section 203 of the 
Delaware General Corporation Law, (ii) approving the 
"Beneficial Ownership" (as defined in the Amended and 
Restated Rights Agreement between the Company and First 
Interstate Bank of Arizona, N.A. dated June 17, 1988 (the 
"Rights Agreement")) by Fidelity, the Fidelity Entities and 
certain of their affiliates for purposes of the Rights 
Agreement, (iii) confirming that none of such entities shall 
be deemed an "Acquiring Person" or "Adverse Person" (as such 
terms are defined in the Rights Agreement) and that no 
"Distribution Date," "Share Acquisition Date," "Business 
Combination" or "Triggering Event" (as such terms are 
defined in the Rights Agreement) shall be deemed to occur as 
a result of the acquisition by Fidelity of the Shares, 
(iv) agreeing to give Fidelity prior written notice of any 
amendment to the resolutions described in clauses (ii) or 
(iii) and to provide Fidelity with the opportunity to meet 
with the Board to discuss any such amendment prior to its 
adoption, and (v) agreeing to indemnify Fidelity, the 
Fidelity Entities and certain of their affiliates for any 
damages incurred by such entities as a result of or in 
connection with any amendment to the resolutions described 
in clauses (ii) or (iii).

	Prior to Belmont II and TPG entering into the letter 
agreements described above, on    April 21, 1994, AmWest and 
the Company entered into a Third Revised Investment 
Agreement dated April 21, 1994 (the "Investment Agreement").  
The following is brief description of certain provisions of 
the Investment Agreement and is qualified in its entirety by 
reference to such agreement, a copy of which is filed as an 
exhibit hereto and incorporated herein by reference.

	Pursuant to the Investment Agreement, AmWest has 
agreed, in connection with and as part of the proposed joint 
plan of reorganization of the Company of which AmWest is a 
co-proponent (the "Plan") and subject to the satisfaction or 
waiver of certain conditions (including confirmation of the 
Plan by the United States Bankruptcy Court of the District 
of Arizona (the "Bankruptcy Court")), to acquire certain 
voting securities, debt securities and warrants of the 
reorganized company ("New America West") upon the Company's 
emergence from bankruptcy.  Under the Investment Agreement, 
AmWest has the right to assign (in whole or in part) its 
rights to acquire such securities and warrants to other 
parties.  If the transactions contemplated by the Investment 
Agreement are successfully completed, AmWest will own a 
controlling interest in New America West.  The Investment 
Agreement also provides that, in connection with the 
consummation of the Plan, the members of the Board of 
Directors of New America West shall be designated as 
described in the Investment Agreement and the certificate of 
incorporation and bylaws of the Company will be amended in 
accordance with the provisions of the Investment Agreement.

	The Company, AmWest, the Official Equity Committee and 
the Official Creditors Committee are currently working to 
prepare the Plan and an accompanying disclosure statement, 
which the Company currently expects to file with the 
Bankruptcy Court by May 17, 1994.  Fidelity currently 
intends, after the Plan and disclosure statement have been 
filed with the Bankruptcy Court, to vote any shares of 
Common Stock it or any Fidelity Entity owns in favor of the 
Plan.  It is anticipated that upon consummation of the Plan, 
(i) the Common Stock will be cancelled and will cease to be 
authorized to be quoted in the National Association of 
Securities Dealers Automated Quotation System and listed on 
the Pacific Stock Exchange, and its registration will be 
terminated pursuant to Section 12(g)(4) of the Exchange Act, 
and (ii) the Preferred Stock will be cancelled.

	On April 21, 1994, the Company and AmWest entered into 
a Third Revised Interim Procedures Agreement (the 
"Procedures Agreement").  The following is a brief 
description of certain provisions of the Procedures 
Agreement and is qualified in its entirety by reference to 
such agreement, a copy of which is filed as an exhibit 
hereto and incorporated herein by reference.

	During the term of the Procedures Agreement, the 
Company has agreed not to initiate or solicit any offer or 
proposal providing for, or in furtherance of, any Prohibited 
Transaction, except under the circumstances expressly set 
forth in the Procedures Agreement, including the provision 
of notice and information to AmWest and the opportunity for 
AmWest to make a matching bid.  Prohibited Transactions are 
defined in the Procedures Agreement, subject to certain 
express exceptions, as (i) transactions similar to the 
investment by AmWest contemplated by the Investment 
Agreement, including the issuance and sale by the Company of 
any of the securities contemplated thereby, (ii) the 
designation of the proposal of a plan of any party other 
than AmWest as a Lead Plan Proposal (as defined in the 
Procedures Agreement), (iii) the execution of a contract 
with any other airline which would interfere with the 
operation of the Alliance Agreements (as defined in the 
Procedures Agreement) between certain affiliates of AmWest 
and the Company which are contemplated by the Investment 
Agreement, (iv) any merger or consolidation of the Company, 
(v) any issuance or sale of debt or equity securities by the 
Company, or (vi) any sale, encumbrance, lease or other 
disposition of material assets of the Company or interest 
therein outside the ordinary and normal course of the 
Company's business.

	On April 7, 1994, Belmont II, Belmont and Copernicus 
entered into a Subscription Agreement with AmWest dated 
April 7, 1994 (the "Subscription Agreement").  The following 
is a brief description of the Subscription Agreement and is 
qualified in its entirety by reference to such agreement, a 
copy of which is filed as an exhibit hereto and incorporated 
herein by reference.

	Pursuant to the Subscription Agreement, Belmont II, 
Belmont and Copernicus agreed, subject to the terms and 
conditions contained therein, to accept an assignment from 
AmWest of certain of its rights under the Investment 
Agreement, including the right to purchase certain voting 
securities, debt securities and warrants of New America 
West.  In addition, Belmont II, Belmont and Copernicus have 
agreed that, except with the consent of AmWest, neither they 
nor any of their affiliates shall, prior to the earlier of 
(i) the consummation of the Plan, or (ii) termination of the 
Investment Agreement, commit funds to, or otherwise become 
involved with any other entity which may attempt to acquire 
control of the Company.



Item 7.  Material to be Filed as Exhibits.

	Exhibit 1 - Transpacific Letter Agreement

	Exhibit 2 - Investment Agreement

	Exhibit 3 - Interim Procedures Agreement

	Exhibit 4 - Subscription Agreement



	This statement speaks as of its date, and no inference 
should be drawn that no change has occurred in the facts set 
forth herein after the date hereof.


	SIGNATURE

	After reasonable inquiry and to the best of my 
knowledge and belief, I certify that the information set 
forth in this statement is true, complete and correct.

	Belmont Capital Partners II, 
L.P.


	By:     Fidelity Capital Partners 
II Corp.,
		its general partner


Dated:  May 16, 1994    By:     /s/ Judy K. Mencher     
		Name: Judy K. Mencher
		Title:    Vice President 
and Associate General Counsel




	Schedule A

	The name and present principal occupation or employment 
of each executive officer and director of FMR Corp. are set 
forth below.  The business address of each person is 
82 Devonshire Street, Boston, Massachusetts 02109, and the 
address of the corporation or organization in which such 
employment is conducted is the same as his business address.  
All of the persons listed below are U.S. citizens.

														 POSITION WITH      PRINCIPAL
NAME              FMR CORP.       OCCUPATION

Edward C. Johnson 3d    President, Director,    Chairman of 
the Board
	CEO, Chairman & and CEO - 
FMR
	Mng. Director

J. Gary Burkhead        Director        President - 
Fidelity 
Management 
& Research 
Company(1)

Caleb Loring, Jr.       Director, Mng. Director Director - 
FMR

James C. Curvey Director, Sr. V.P.      Sr. V.P. - 
FMR

William L. Byrnes       Vice Chairman,  Vice 
Chairman -
	Director & Mng. Director        Fidelity International
		Limited(2)

Robert C. Pozen Sr. V.P. & Gen'l Counsel        Sr. V.P. & Gen'l Counsel - FMR

Mark Peterson   Exec. V.P. - Management Exec., V.P. 
- -       Resources       Management
		Resources - 
FMR

Denis McCarthy  Sr. Vice Pres. - Administration Vice Pres., Chief
	Chief Financial Officer Financial 
Officer -               FMR

______________________

(1)  Fidelity Management & Research Company is a 
Massachusetts corporation and a wholly-owned subsidiary of 
FMR ("FMRC").  FMRC is an investment adviser which is 
registered under Section 203 of the Investment Advisers Act 
of 1940 and which provides investment advisory services to 
more than thirty investment companies which are registered 
under Section 8 of the Investment Company Act of 1940.

(2)  Fidelity International Limited is a Bermuda joint stock 
company incorporated for an unlimited duration by private 
act of the Bermuda legislature ("FIL").  FIL is an 
investment adviser which provides investment advisory and 
management services to a number of non-U.S. investment 
companies or investment trusts and certain institutional 
investors.  Various foreign-based subsidiaries of FIL are 
also engaged in investment management. 


78258.c5

EX-2

	May 5, 1994



Transpacific Enterprises, Inc.
c/o David Mortimer
Finance Director
TNT Limited
TNT Plaza, Tower 1, Lawson Square
Redfern, 2016, New South Wales
Australia

	RE:  America West Airlines, Inc.

Gentlemen:

	Subject to the terms and conditions set forth below, 
Transpacific Enterprises, Inc. ("TPE") and all affiliates of 
TPE (collectively, the "Seller") hereby agrees to sell, and 
Belmont Capital Partners II, L.P. ("Belmont") hereby agrees 
to purchase, 1,884,438 shares of the Common Stock of, and 
$500,000 face amount of Series C 9.75% Preferred Stock of, 
America West Airlines, Inc. ("America West"), a Delaware 
corporation currently operating as a debtor-in-possession 
under Chapter 11 of the U.S. Bankruptcy Code.

1.        Securities to be Purchased:  
(a) 1,884,438 shares of Common Stock (the "Common Stock") 
and (b) $500,000 face amount of 9.75% Series C Preferred 
Stock (the "Preferred Stock," and together with the Common 
Stock, the "Stock").  As of the date hereof, the Seller owns 
3,768,876 shares of Common Stock and $1,000,000 face amount 
of the Preferred Stock of America West.  The Stock shall be 
delivered to Belmont at the Closing (as defined below) with 
good and marketable title, free and clear of any liens, 
pledges, security interests, charges, encumbrances or other 
restrictions.
	
2.        Price:

	(a)  The price to be paid for the Common Stock shall 
be $3.60 per share.

	(b)  The price to be paid for the Preferred Stock 
shall be $500,000 plus any amount that the holder of the 
Preferred Stock shall receive as dividends on the Preferred 
Stock payable in respect of the period commencing on the 
date when dividends were last paid on the Preferred Stock 
through May 3, 1994 (the "TPE Preferred Stock Dividend").  
Belmont shall keep TPE apprised of any information that it 
receives from America West regarding the status of the 
payment of dividends on the Preferred Stock.  At the expense 
of Belmont, Belmont shall prosecute in the U.S. Bankruptcy 
Court proceedings of America West any claim of the holder 
for the payment of dividends with respect to the Preferred 
Stock; provided, however, that if TPE desires to assume such 
prosecution of any such claim it shall notify Belmont, and 
thereafter shall have the right at its own expense to assume 
the prosecution of such claim.

3.        Deposit:  Upon the execution 
of this letter agreement, Belmont shall pay to TPE the sum 
of $500,000 as a deposit against the price to be paid by 
Belmont for the Stock.  Such deposit shall be returned to 
Belmont promptly in the event that the transactions 
contemplated by this letter agreement are not consummated by 
the Termination Date (as defined below) unless the failure 
to consummate the transactions shall result from the breach 
by Belmont of its obligations hereunder or under the 
Purchase Agreement (as defined below).
	
4.        Closing and Payment:  Upon the 
Closing Belmont shall pay to TPE a total of (i) an amount 
equal to $3.60 times the number of shares of Common Stock to 
be purchased under the Purchase Agreement plus 
(ii) $500,000, less the Deposit.  If the Closing has 
occurred, Belmont shall pay to TPE promptly any amount 
received by it in respect of dividends received in respect 
of the TPE Preferred Stock Dividend and shall hold any such 
receipts in trust on behalf of TPE.
	
5.        Purchase Agreement:  Following 
execution of this letter agreement by TPE and Belmont, 
counsel for the parties shall promptly prepare a stock 
purchase agreement (the "Purchase Agreement") which shall 
conform with the terms and provisions of this letter 
agreement and shall contain such other terms and provisions 
(including representations and warranties, covenants and 
indemnification provisions) as are customarily contained in 
stock purchase agreements and as may be reasonably 
acceptable to the parties and their respective counsel.  The 
parties shall use their best efforts to negotiate a mutually 
acceptable Purchase Agreement by May 13, 1994.  It is the 
intention of the parties that the Purchase Agreement be 
executed within 14 days after execution of this letter 
agreement and the parties shall use their best efforts to do 
so.  In the event that despite the best efforts of the 
parties the parties have not agreed on a mutually acceptable 
Purchase Agreement by May 21, 1994, either TPE or Belmont 
may terminate this letter agreement.
	
6.        Closing:  Closing of the 
Purchase Agreement (the "Closing") shall occur as soon as 
possible after the execution thereof and upon the receipt of 
any necessary governmental or other approvals, if any.  TPE 
and Belmont shall use their best efforts to cause the 
closing of the Purchase Agreement to occur no later than May 
31, 1994 (the "Termination Date").
	
7.        Restrictions on Increases in 
Ownership of Stock:  After the date hereof until the 
effectiveness of any plan of reorganization regarding 
America West, the Seller shall not directly or indirectly, 
through one or more transactions or acting in concert with 
one or more persons, acquire, control or hold proxies, 
options or warrants for (all of which are comprised within 
the word "acquire" as used herein) any additional shares of 
Stock or any securities exchangeable for or convertible into 
Stock.  
	
8.        Purchase for Investment.  
Belmont represents that by reason of its business and 
financial experience, and the business and financial 
experience of those persons, if any, retained by it to 
advise it with respect to its investment in the Stock, 
Belmont has, alone or together with such advisors, such 
knowledge, sophistication and experience in business and 
financial matters as to be capable of evaluating the merits 
and risks of its proposed investment in the Stock, that it 
will be purchasing the Stock for its own account, or for one 
or more separate accounts maintained by it, or for the 
account of one or more institutional investors on whose 
behalf Belmont has authority to make this representation, 
for investment and not with a view to the distribution 
thereof or with any present intention of distributing or 
selling any of the Stock, except in compliance with the U.S. 
Securities Act of 1933, as amended, and except to one or 
more such institutional investors; provided, however, that 
the disposition of Belmont's or such investor's property 
shall at all time be within its control.
	
9.        Mutual Representation and 
Warranty:  Each of TPE and Belmont believes it possesses all 
information it considers necessary or appropriate for 
deciding whether or not to sell or purchase the Stock.  Each 
of the parties, through its relationship with America West 
in connection with the U.S. Bankruptcy Court proceedings of 
America West and the proposed reorganization of America 
West, may have material non-public information concerning 
America West and, and the extent that it has such 
information, is not sharing such information with, or 
relying on, the other party hereto, in connection with its 
agreement to purchase or sell the Stock.  
	
10.       Further Assurances:  TPE and 
Belmont hereby agree to do such further things and to 
execute such further documents as may be necessary or 
desirable to effectuate this letter agreement and the 
transactions contemplated herein, including, but not limited 
to, all necessary consents, permissions, notices and similar 
documents or instruments.
	
11.       Governing Law:  This letter 
agreement and the Purchase Agreement shall be governed by 
and construed in accordance with the laws of the State of 
Delaware applicable to agreements made and entirely to be 
performed with the State of Delaware.

	Please confirm that the foregoing correctly sets 
forth the understandings between TPE and Belmont by signing 
this letter agreement at the space indicated below and 
returning one fully signed copy to the undersigned.


		       BELMONT CAPITAL PARTNERS II, L.P.



			By:  _____________________
			Name:  ___________________
			Title:  __________________



Agreed to this ____ day of
May, 1994:


TRANSPACIFIC ENTERPRISES, INC.


By:  ___________________
Name:  _________________
Title:  ________________

EX-10

THIRD REVISED INVESTMENT AGREEMENT


April 21, 1994

America West Airlines, Inc. 
4000 East Sky Harbor Boulevard 
Phoenix, AZ  85034

Attention:      William A. Franke
		Chairman of the Board

Gentlemen:



		This letter agreement (this "Agreement") sets forth the 
agreement between America West Airlines, Inc., a Delaware 
corporation (including, on or after the effective date of the 
Plan, as defined herein, its successors, as reorganized pursuant 
to the Bankruptcy Code, as defined herein) (the "Company"), and 
AmWest Partners, L.P., a Texas limited partnership ("Investor").

		The Company will issue and sell to Investor, and 
Investor hereby agrees and commits to purchase from the Company, 
a package of securities of the Company for $244,857,000 in cash 
(subject to adjustment as herein provided), consisting of (i) 
shares of Class A Common Stock of the Company ("Class A Common"), 
(ii) shares of Class B Common Stock of the Company ("Class B 
Common" and, together with the Class A Common, "Common Stock"), 
(iii) senior unsecured notes of the Company ("Notes") and (iv) 
warrants to purchase shares of Class B Common ("Warrants"), all 
on the terms and subject to the terms and conditions hereinafter 
set forth.

		Investor's purchase of the securities referred to above 
(the "Investment") will be made in connection with and as part of 
the transactions to be consummated pursuant to a joint Plan of 
Reorganization of the Company (the "Plan") and an order (the 
"Confirmation Order") confirming the Plan issued by the 
Bankruptcy Court, as defined herein.  The Plan will contain 
provisions called for by, or otherwise consistent with, this 
Agreement.

		In consideration of the agreements of Investor 
hereunder, and as a precondition and inducement to the execution 
of this Agreement by Investor, the Company has entered into the 
Third Revised Interim Procedures Agreement with Investor, dated 
the date hereof (the "Procedures Agreement").

		SECTION 1. Definitions.  For purposes of this Agreement, 
except as expressly provided herein or unless the context 
otherwise requires, the following terms shall have the following 
respective meanings:

		"Affiliate" shall mean (i) when used with reference to 
any partnership, any Person that, directly or indirectly, 
owns or controls 10% or more of either the capital or profit 
interests of such partnership or is a partner of such 
partnership or is a Person in which such partnership has a 
10% or greater direct or indirect equity interest and (ii) 
when used with reference to any corporation, any Person 
that, directly or indirectly, owns or controls 10% or more 
of the outstanding voting securities of such corporation or 
is a Person in which such corporation has a 10% or greater 
direct or indirect equity interest.  In addition, the term 
"Affiliate," when used with reference to any Person, shall 
also mean any other Person that, directly or indirectly, 
controls or is controlled by or is under common control with 
such Person.  As used in the preceding sentence, (A) the 
term "control" means the possession, directly or indirectly, 
of the power to direct or cause the direction of the 
management and policies of the entity referred to, whether 
through ownership of voting securities, by contract or 
otherwise and (B) the terms "controlling" and "controls" 
shall have meanings correlative to the foregoing.  
Notwithstanding the foregoing, the Company will be deemed 
not to be an Affiliate of Investor or any of its partners or 
assignees.

		"Alliance Agreements" shall have the meaning specified 
in Section 5.

		"Approvals" shall have the meaning specified in Section 
8(b).

		"Bankruptcy Code" shall mean Chapter 11 of the United 
States Bankruptcy Code.  

		"Bankruptcy Court" shall mean the United States 
Bankruptcy Court for the District of Arizona.  

		"Business Combination" means:

			(i)     any merger or consolidation of the Company with 
or into Investor or any Affiliate of Investor;

			(ii)    any sale, lease, exchange, transfer or other 
disposition of all or any substantial part of the assets 
of the Company to Investor or any Affiliate of Investor;

			(iii)   any transaction with or 
involving the Company as a result of which Investor or 
any of Investor's Affiliates will, as a result of 
issuances of voting securities by the Company (or any 
other securities convertible into or exchangeable for 
such voting securities) acquire an increased percentage 
ownership of such voting securities, except pursuant to 
a transaction open on a pro rata basis to all holders of 
Class B Common; or

			(iv)    any related series or combination of 
transactions having or which will have, directly or 
indirectly, the same effect as any of the foregoing.

		"Class A Common" shall have the meaning specified in the 
second paragraph of this Agreement.  

		"Class B Common" shall have the meaning specified in the 
second paragraph of this Agreement.  

		"Common Stock" shall have the meaning specified in the 
second paragraph of this Agreement.  

		"Company" shall have the meaning specified in the first 
paragraph of this Agreement.

		"Confirmation Date" shall mean the date on which the 
Confirmation Order is entered by the Bankruptcy Court.  

		"Confirmation Order" shall have the meaning specified in 
the third paragraph of this Agreement.  

		"Continental" shall mean Continental Airlines, Inc.

		"Creditors' Committee" shall mean the Official Committee 
of the Unsecured Creditors of America West Airlines, Inc. 
appointed in the Company's Chapter 11 case pending in the 
Bankruptcy Court.

		"Disclosure Statement" shall mean a disclosure statement 
with respect to the Plan.

		"Effective Date" shall mean the effective date of the 
Plan; provided that in no event shall the Effective Date be 
(a) earlier than 11 days after the Bankruptcy Court approves 
and enters the Confirmation Order providing for the 
confirmation of the Plan or (b) before all  material 
Approvals are obtained. 

		"Electing Party" shall have the meaning specified in 
Section 4(a)(2)(ii).

		"Equity Committee" shall mean the Official Committee of 
Equity Holders of America West Airlines, Inc. appointed in 
the Company's Chapter 11 case pending in the Bankruptcy 
Court.

		"Equity Holders" shall mean the Company's equity 
security holders (including holders of common stock and 
preferred stock) of record as of the applicable record date 
fixed by the Bankruptcy Court.

		"Governance Agreements" shall have the meaning specified 
in Section 6.

		"GPA" shall mean GPA Group plc or, if applicable, any 
direct or indirect subsidiary thereof.

		"GPA Put Agreement" shall have the meaning specified in 
Section 7(j).

		"Independent Directors" shall have the meaning specified 
in Section 6(a)).

		"Initial Order" shall have the meaning specified in 
Section 8(a).

		"Investment" shall have the meaning specified in the 
third paragraph of this Agreement.  

		"Investor" shall have the meaning specified in the first 
paragraph of this Agreement.  

		"Mesa" shall mean Mesa Airlines, Inc.

		"Monthly Targets" shall mean the amounts specified in 
the Monthly Targets Schedule.

		"Monthly Targets Schedule" shall mean the letter 
agreement between the Company and Investor dated the date 
hereof.

		"Notes" shall have the meaning specified in the second 
paragraph of this Agreement.  The Notes shall be subject to 
the terms and conditions set forth in Exhibit B hereto.

		"Outside Date" shall mean August 31, 1994; provided that 
Investor shall have the right from time to time to 
irrevocably extend the Outside Date to a date not later than 
November 30, 1994, but only if Investor gives the Company 
prior written notice of its election to extend the then 
current Outside Date (which notice shall specify the new 
Outside Date) and then only if, at the time of the giving of 
such notice, Investor is not in breach of any of its 
representations, warranties, covenants or obligations under 
this Agreement, the Procedures Agreement or any Related 
Agreement (excluding any breach by Investor which is not 
willful or intentional and which is capable of being cured 
on or before the new Outside Date).  Unless waived by the 
Company, any notice given pursuant to this definition shall 
be delivered to the Company not less than 15 days prior to 
the then current Outside Date except that, in the event the 
Effective Date has not occurred for any reason arising 
within such 15-day period not due to a breach by Investor of 
any of its representations, warranties, covenants or 
agreements hereunder, such notice shall be given as soon as 
practicable but in no event later than the then current 
Outside Date.

		"Person" means a natural person, a corporation, a 
partnership, a trust, a joint venture, any Regulatory 
Authority or any other entity or organization.  

		"Plan" shall have the meaning specified in the third 
paragraph of this Agreement.  

		"Plan 9" means the Company's Plan Revision No. 9 which 
consists of the Summary Pro Forma Financial Statements: June 
1993 Through December 1994, dated July 15, 1993.

		"Plan R-2" shall mean the Company's Summary Pro Forma 
Financial Statements, 5 Year Plan: 1994 Through 1998, Plan 
No. R-2, dated January 13, 1994.

		"Procedures Agreement" shall have the meaning specified 
in the fourth paragraph of this Agreement.  

		"Projections" shall mean the projections set forth in 
Plan 9 on pages 15 and 18 of Tab E and pages 7 and 8 of Tab 
F.

		"Purchase Price" shall have the meaning specified in 
Section 2.

		"Regulatory Approvals" shall mean all approvals, 
permits, authorizations, consents, licenses, rulings, 
exemptions and agreements required to be obtained from, or 
notices to or registrations or filings with, any Regulatory 
Authority (including the expiration of all applicable 
waiting periods, if any, under the Hart-Scott-Rodino 
Antitrust Improvements Act of 1976, as amended) that are 
necessary or reasonably appropriate to permit the Investment 
and the other transactions contemplated hereby and by the 
Related Agreements and to permit the Company to carry on its 
business after the Investment in a manner consistent in all 
material respects with the manner in which it was carried on 
prior to the Effective Date or proposed to be carried on by 
the reorganized Company.

		"Regulatory Authority" shall mean any authority, agency, 
commission, official or other instrumentality of the United 
States, any foreign country or any domestic or foreign 
state, county, city or other political subdivision.

		"Related Agreements" shall have the meaning specified in 
Section 3.

		"Securities" shall mean the securities of the Company 
issued to the Unsecured Parties, Investor and its assigns 
and GPA under this Agreement.  The Securities are described 
in Section 4.  

		"Unsecured Creditors" shall mean, as of any date, the 
Persons holding of record as of such date the allowed or 
allowable prepetition unsecured claims without priority of 
the Company.

		"Unsecured Parties" shall mean the Equity Holders and 
the Unsecured Creditors.

		"Warrants" shall have the meaning specified in the 
second paragraph of this Agreement.

		SECTION 2.  Commitment to Make Investment.  Subject to 
the terms and conditions of this Agreement and the Procedures 
Agreement, on the Effective Date, the Company shall issue and 
sell and Investor shall purchase Securities in accordance with 
this Agreement and the Plan.  Such Securities shall be issued, 
sold and delivered to Investor, its designees and/or one or more 
third party investors, and the $244,857,000 purchase price 
therefor, as such purchase price may be adjusted pursuant hereto 
(the "Purchase Price"), shall be paid by wire transfer of 
immediately available funds on the Effective Date.

		SECTION 3.  Related Agreements.  The agreements 
necessary to effect the Investment (the "Related Agreements", 
such term to include the Alliance Agreements and the Governance 
Agreements) shall be in form and substance reasonably 
satisfactory to Investor and the Company, and shall contain terms 
and provisions, including representations, warranties, covenants, 
warranty termination periods, materiality exceptions, cure 
opportunities, conditions precedent, anti-dilution provisions (as 
appropriate), and indemnities, as are in form and substance 
reasonably satisfactory to such parties; provided, however, that 
the Related Agreements shall contain provisions called for by, or 
otherwise consistent with, this Agreement.

		SECTION 4. Capitalization.  (a)  Upon consummation of 
the Plan, the capitalization of the Company shall be as follows:

		(1)     Class A Common.  There shall be 1,200,000 shares of 
Class A Common, all of which shares shall, in accordance 
with the Plan, be issued to Investor.  Investor shall pay 
$8,960,400 for the Class A Common.   At the option of the 
holders thereof, shares of Class A Common shall be 
convertible into shares of Class B Common on a share for 
share basis.

		(2)     Class B Common.  There shall be 43,800,000 shares of 
Class B Common, all of which shares shall, in accordance 
with the Plan, be issued as follows:

			(i)     Investor.       Investor shall be issued 13,875,000 
shares plus the number of shares (if any) to be acquired 
by Investor pursuant to clause (ii) below minus the 
number of shares, if any, purchased by the Equity 
Holders pursuant to the second sentence of clause (iii) 
below.  For each share of Class B Common issued to it, 
Investor shall pay $7.467; provided that (A) for each 
share acquired by Investor pursuant to clause (ii) below 
and (B) for each share not purchased by the Equity 
Holders pursuant to clause (iii) below, Investor shall 
pay $8.889.   

			(ii)    Unsecured Creditors.  The Unsecured Creditors 
(or a trust created for their benefit) shall be issued 
26,775,000 shares.  Notwithstanding the foregoing, each 
Unsecured Creditor shall have the right to elect to 
receive cash equal to $8.889 for each share of Class B 
Common otherwise allocable to it under this clause (ii).  
The election of each such Person (the "Electing Party") 
must be made on or before the date fixed by the 
Bankruptcy Court for voting with respect to the Plan; 
provided, however, that in the event that such elections 
of all Electing Parties aggregate to more than $100 
million, then (A) the amount of cash so paid shall be 
limited to $100 million and (B) the Electing Parties 
shall each receive proportionate amounts of cash and 
ClassUB Common in accordance with the Plan.  Subject to 
the foregoing proviso, Investor shall increase the 
Investment by the amount necessary to pay all Electing 
Parties the cash amounts payable to them under this 
clause (ii) in respect of the shares of Class B Common 
specified in their elections and, upon payment of such 
amounts, such shares shall be issued to Investor without 
further consideration.  Notwithstanding the foregoing, 
Investor's acquisition of shares of Class B Common 
pursuant to this clause (ii) shall, if permitted by 
applicable securities and other laws, be consummated 
immediately after the issuance of such shares to the 
Electing Parties on the Effective Date.  If such shares 
are not so acquired post-consummation of the Plan, all 
shares of Class B Common acquired by Investor pursuant 
to this clause (ii) shall, for all purposes hereof, be 
deemed to be part of the Securities acquired by Investor 
hereunder.

			(iii)   Equity Holders.  The Equity Holders (or a 
trust created for their benefit) shall be issued 
2,250,000 shares.  In addition, the Equity Holders shall 
have the right to purchase up to 1,615,179 shares 
allocable to Investor pursuant to clause (i) above at 
$8.889 per share.  Such election must be made by each 
Equity Holder on or before the date fixed by the 
Bankruptcy Court for voting with respect to the Plan.  
The Plan shall set forth the terms and conditions on 
which the foregoing rights may be exercised.

			(iv)    GPA.  900,000 shares shall be issued to GPA.

		(3)     Warrants.  There shall be Warrants to purchase 
10,384,615 shares of Class B Common at the exercise price as 
specified in and subject to the terms of Exhibit A hereto, 
and such Warrants shall, in accordance with the Plan, be 
issued as follows:

			(i)     Warrants to purchase up to 2,769,231 shares of 
ClassUB Common shall be issued to Investor; and

			(ii)    Warrants to purchase up to 6,230,769 shares of 
ClassUB Common shall be issued to the Equity Holders or 
a trust or trusts created for their benefit; and

			(iii)   Warrants to purchase up to 1,384,615 shares 
of Class B Common shall be issued to GPA.

		(4)     Senior Unsecured Notes.  Investor shall, in 
accordance with the Plan and subject to the terms of Exhibit 
B hereto, be issued $100 million principal amount of Notes 
against payment in cash of not less than 100% of the 
principal amount thereof to the Company; provided, however, 
that the Company shall have the right, exercised at any time 
prior to the date fixed by the Bankruptcy Court for voting 
with respect to the Plan, to increase the principal amount 
of the Notes to be so purchased by Investor to up to $130 
million.  GPA shall, in accordance with the Plan, be issued 
$30,525,000 principal amount of Notes; provided, however, 
that GPA shall have the right to elect to receive cash in 
lieu of all or any portion of the Notes otherwise issuable 
to it under this paragraph (4), such election to be made on 
or before the date fixed by the Bankruptcy Court for voting 
with respect to the Plan.

		(b)     Holders of the Class A Common shall have fifty votes 
per share. Holders of Class B Common shall have one vote per 
share.  Holders of Class A Common and holders of Class B Common 
shall vote together as a single class except as otherwise 
required by law or the provisions of this Agreement.  Investor 
may elect, with respect to any shares of Class B Common held by 
it, to suspend the voting rights relating to such shares by 
giving prior written notice to the Company, which notice shall 
describe such shares in reasonable detail and state whether or 
not the voting suspension is permanent or temporary and, if 
temporary, specify the period thereof.  

		(c)     Neither Investor nor any Affiliate of Investor or of 
any partner of Investor will transfer or otherwise dispose of any 
Common Stock (other than to an Affiliate of the transferor) if, 
after giving effect thereto and to any concurrent transaction, 
the total number of shares of Class B Common beneficially owned 
by the transferor is less than 200% of the total number of shares 
of Class A Common beneficially owned by the transferor; provided, 
however, than nothing in this paragraph (c) shall prohibit any 
Person from transferring or otherwise disposing, in a single 
transaction or a series of concurrent transactions, of all shares 
of Common Stock owned  by such Person.

		SECTION 5. Business Alliance Agreements.  Continental 
and the Company shall enter into mutually acceptable business 
alliance agreements on the Effective Date, which agreements may 
include, but shall not be limited to, agreements to share ticket 
counter space, ground handling agreements, agreements to link 
frequent flier programs, and combined purchasing agreements, and 
schedule coordination and code sharing agreements.  On the 
Effective Date, Mesa shall enter into agreements with the Company 
extending the existing contractual arrangements between the 
Company and Mesa for five years from the Effective Date and 
modifying the termination provisions thereof consistent with such 
extension.  Such agreements with Continental and Mesa are herein 
collectively referred to as the "Alliance Agreements".

		SECTION 6.  Governance Agreements.  On the Effective 
Date, the Company, Investor and Investor's partners (other than 
any such partner holding shares of Class B Common the voting 
rights with respect to which have been suspended as contemplated 
by Section 4(b)) shall enter into one or more written agreements 
(the "Governance Agreements") effectively providing as follows:

		(a)     At all times during the three-year period commencing 
on the Effective Date, the Company's board of directors 
shall consist of 15 members designated as follows:

			(i)     nine members (at least 8 of whom are U.S. 
citizens) shall be designated by Investor, with certain 
of the partners of Investor having the right to 
designate certain of Investor's designated directors; 

			(ii)    three members (at least two of whom are U.S. 
citizens) shall be designated by the Creditors' 
Committee; provided that each such member shall be 
reasonably acceptable to Investor at the time of his or 
her initial designation; 

			(iii)   one member shall be designated by the Equity 
Committee;  provided that such member shall be a U.S. 
citizen reasonably acceptable to Investor at the time of 
his or her initial designation; 

			(iv)    one member shall be designated by the Company's 
board of directors as constituted on the date preceding 
the Effective Date; provided that such member shall be a 
U.S. citizen reasonably acceptable to Investor at the 
time of his or her initial designation; and

			(v)     one member shall be designated by GPA for so 
long as GPA shall own at least 2% of the voting equity 
securities of the Company;  provided that such member 
shall be reasonably acceptable to Investor at the time 
of his or her initial designation.

	The directors (and their successors) referred to in clauses 
(ii), (iii) and (iv) above are hereinafter referred to 
collectively as the "Independent Directors".

		(b)     In the case of the death, resignation, removal or 
disability of an Independent Director after the Effective 
Date, his or her successor shall be designated by the 
Stockholder Representatives, except that if such Independent 
Director was initially designated by the Creditors' 
Committee or the Equity Committee and if, at the time of 
such Independent Director's death, resignation, removal or 
disability (as the case may be), the Creditors' Committee or 
the Equity Committee (as the case may be) remains in effect, 
the successor to such Independent Director shall be 
designated by the Creditors' Committee or the Equity 
Committee (as the case may be).  As used herein, 
"Stockholder Representatives" shall mean, collectively, (A) 
one individual who, on the date hereof, is serving as a 
director of the Company, (B) one individual who, on the date 
hereof, is serving as a member of the Creditors' Committee 
and (C) one individual who, on the date hereof, is serving 
as a member of the Equity Committee.  The initial 
Stockholder Representatives shall be selected on or before 
the Effective Date (x) by the Company's board of directors 
in the case of the individual referred to in clause (A) 
above, (y) by the Creditors' Committee in the case of the 
individual referred to in clause (B) above and (z) by the 
Equity Committee in the case of the individual referred to 
in clause (C) above.  In case of the death, resignation, 
removal or disability of a Stockholder Representative after 
the Effective Date, his or her successor shall be designated 
by the remaining Stockholder Representatives.

		(c)     Until the third anniversary of the Effective Date, 
Investor will vote and cause to be voted all shares of 
Common Stock (other than those the voting rights of which 
have been suspended) owned by Investor or any of its 
partners or by the assignees or transferees of all or 
substantially all of the Common Stock owned by Investor or 
any of its partners (other than a Person who acquires such 
stock pursuant to a tender or exchange offer open to all 
stockholders of the Company) in favor of the election as 
directors of any and all individuals designated for such 
election as contemplated by clauses (ii), (iii), (iv) and 
(v) of paragraph (a) above.  

		(d)     No director nominated by Investor shall be an 
officer or employee of Continental.  All Company directors, 
if any, who are selected by, or who are directors of, 
Continental shall recuse themselves from voting on, or 
otherwise receiving any confidential Company information 
regarding, matters in connection with negotiations between 
Continental and the Company (including, without limitation, 
those relating to the Alliance Agreements) and matters in 
connection with any action involving direct competition 
between Continental and the Company. All Company directors, 
if any, who are selected by, or who are directors, officers 
or employees of, Mesa shall recuse themselves from voting 
on, or otherwise receiving any confidential Company 
information regarding, matters in connection with 
negotiations between Mesa and the Company (including, 
without limitation, those relating to the Alliance 
Agreements) and matters in connection with any action 
involving direct competition between Mesa and the Company.

		(e)     During the three-year period commencing on the 
Effective Date, the Company will not consummate any Business 
Combination unless such transaction shall be approved in 
advance by  at least three  Independent Directors or by a 
majority of the stock voted at the meeting held to consider 
such transaction which is owned by stockholders of the 
Company other than Investor or any of its Affiliates; 
provided, however, that neither Mesa nor any fund or account 
managed or advised by Fidelity Management Trust Company or 
its Affiliates (or any of their non-Affiliated transferees) 
will be deemed an Affiliate of Investor for purposes of 
voting on any Business Combination involving Continental.

		SECTION 7. Plan of Reorganization.  The Plan shall (i) 
be proposed jointly by the Company and Investor, (ii) contain 
terms and conditions reasonably satisfactory to Investor and the 
Company, and (iii) include the following provisions; provided 
that Investor and the Company may, by mutual agreement, modify 
the Plan or otherwise restructure the Investment in a manner 
consistent with the contemplated economic consequences to the 
Company, Investor, the Unsecured Parties and GPA in order to 
enable the Company, as reorganized, to more fully utilize its 
existing tax attributes:

		(a)     Debtor-in-Possession Financing. The Company's 
debtor-in-possession financing shall be repaid in full in 
cash on the Effective Date.

		(b)     Administrative Claims.  All allowed administrative 
claims shall be paid as required pursuant to Section 1129(a) 
of the Bankruptcy Code, provided that such claims do not 
exceed the amount set forth in Plan R-2 plus $15 million, 
and provided further that payment of such claims in excess 
of those set forth in Plan R-2 would not, if payment was to 
be made in the month immediately preceding the Effective 
Date, cause the Company to fail to meet any of the Monthly 
Targets for such month.

		(c)     Tax Claims.  All priority tax claims shall be paid 
over the maximum term permitted by the Bankruptcy Code, as 
determined by the Bankruptcy Court, with interest accruing 
at a rate determined by the Bankruptcy Court, provided that 
such claims do not exceed the amounts set forth in Plan R-2 
plus $8.5 million, and provided further that payment of such 
claims in excess of those set forth in Plan R-2 would not, 
if payment was to be made in the month immediately preceding 
the Effective Date, cause the Company to fail to meet any of 
the Monthly Targets for such month .

		(d)     Nontax Priority Claims.  All nontax priority claims 
shall be paid as required pursuant to Section 507 of the 
Bankruptcy Code, provided that such claims do not exceed the 
amounts set forth in Plan R-2.

		(e)     Secured Claims.  Secured debt claims shall be 
treated as provided in Plan R-2 subject to (i) modification 
based on updated appraisals of collateral values to be 
conducted by the Company and consistent with the applicable 
provisions of the Bankruptcy Code, or (ii) such other terms 
as shall be reasonably satisfactory to the Company and 
Investor.

		(f)     Unsecured Creditors.  In consideration for the 
shares and cash issued or paid, as the case may be, to the 
Unsecured Creditors pursuant to Section 4(a)(2)(ii), the 
unsecured claims of the Unsecured Creditors shall be 
cancelled as specified in the Plan.

		(g)     Equity Holders.  In consideration for (A) the right 
to purchase shares pursuant to Section 4(a)(2)(iii), (B) the 
shares issued to the Equity Holders pursuant to Section 
4(a)(2)(iii), and (C) the Warrants issued to the Equity 
Holders pursuant to Section 4(a)(3)(ii), the equity 
interests of the Equity Holders shall be cancelled as 
specified in the Plan.

		(h)     Leases.  All aircraft leases which have been assumed 
prior to the date hereof will be honored by the Company in 
accordance with their terms and without reduction of rentals 
thereunder, provided that with the consent of the Company, 
Investor and any applicable lessor, any such lease may be 
amended to reduce the rentals payable thereunder, it being 
understood that, in consideration of any such amendment and 
with the consent of the Creditors' Committee, securities of 
the Company may be issued to such lessors from securities 
otherwise allocable to the Unsecured Parties to the extent 
consistent with any agreement in writing entered into by 
Investor and the Equity Committee on or before the date 
hereof.

		(i)     Kawasaki.  The contractual right of Kawasaki Leasing 
International Inc. ("Kawasaki") to require the Company to 
lease certain aircraft and aircraft engines shall be 
modified on terms satisfactory to the Company, Investor and 
Kawasaki or, in the absence of such modification, honored.  

		(j)     GPA.  In consideration for (A) the shares issued to 
GPA pursuant to Section 4(a)(2)(iv), (B) the Warrants issued 
to GPA pursuant to Section 4(a)(3)(iii), (C) the Notes and 
cash issued or paid, as the case may be, to GPA pursuant to 
Section 4(a)(4) and (D) the granting to GPA on the Effective 
Date of the right (the "New GPA Put") to require the Company 
to lease from GPA on or prior to June 30, 1999, up to eight 
aircraft of types consistent with the fleet currently 
operated by the Company, GPA shall, as specified in the 
Plan, cancel and waive all rights to put any aircraft to the 
Company which it may have pursuant to the Put Agreement 
between GPA and the Company, dated as of June 25, 1991 (the 
"GPA Put Agreement") and/or the related Agreement Regarding 
Rights of First Refusal for A320 Aircraft, dated as of 
September 1, 1992 (the "First Refusal Agreement") and all 
other claims of any kind or nature arising out of or in 
connection with the GPA Put Agreement and/or the First 
Refusal Agreement (other than claims for reimbursement of 
expenses incurred by GPA in connection therewith).  Each 
such lease shall provide for the payment by the Company of a 
fair market rental (determined at or about the time of 
delivery of the related aircraft to the Company on the basis 
of rentals then prevailing in the marketplace for comparable 
leases of comparable aircraft to lessees of comparable 
creditworthiness); and each such lease shall have such other 
terms and provisions and be in such form as is agreed upon 
by the Company and GPA with the approval of Investor (which 
approval shall not be unreasonably withheld or delayed) and 
attached to the agreement pursuant to which GPA is granted 
the New GPA Put.

		(k)     Prepetition Aircraft Purchase Contracts.  The 
prepetition contract for the purchase of aircraft between 
the Company and The Boeing Company shall either be modified 
on terms satisfactory to Investor, the Company and The 
Boeing Company or, in the absence of such agreement, 
rejected.  The Company's aircraft purchase contract with 
AVSA, S.A.R.L. ("Airbus") shall be amended on terms 
consistent with the provisions of the AmWest - A320 Term 
Sheet, dated as of February 23, 1994 by and between Investor 
and Airbus.

		(l)     Employees.  The Company shall have the right to 
release employees from all currently existing obligations to 
the Company in respect of shares of Company stock purchased 
by such employees pursuant to the Company's stock purchase 
plan, such release to be in consideration for the 
cancellation of such shares.

		(m)     Exculpation.  The Plan will contain customary 
exculpation provisions for the benefit of the Creditors' 
Committee and the Equity Committee and their respective 
professionals.

		SECTION 8. Conditions to Investor's Obligations Relating 
to the Investment.  The obligations of Investor to consummate the 
Investment and the other transactions contemplated herein shall 
be subject to the satisfaction, or the written waiver by 
Investor, of the following conditions:

		(a)     an initial order approving the Procedures Agreement, 
which order shall be in form and substance reasonably 
satisfactory to Investor  (the "Initial Order"), shall have 
been entered by the Bankruptcy Court on or prior to May 6, 
1994 and, once entered, shall be in effect and shall not be 
modified in any material respect or stayed;

		(b)     subject to Section 10(b), the Company and Investor, 
as applicable, shall have received all Regulatory Approvals, 
which shall have become final and nonappealable or any 
period of objection by Regulatory Authorities shall have 
expired, as applicable, and all other material approvals, 
permits, authorizations, consents, licenses and agreements 
from other third parties that are necessary or appropriate 
to permit the Investment and the other transactions 
contemplated hereby and by the Related Agreements and to 
permit the Company to carry on its business after the 
Effective Date in a manner consistent in all material 
respects with the manner in which it was carried on prior to 
the Effective Date (collectively with Regulatory Approvals, 
the "Approvals"), which Approvals shall not contain any 
condition or restriction that, in Investor's reasonable 
judgment, materially impairs the Company's ability to carry 
on its business in a manner consistent in all material 
respects with prior practice or as proposed to be carried on 
by the reorganized Company;

		(c)     the certificate of incorporation and bylaws of the 
Company shall contain the terms contemplated by this 
Agreement and shall otherwise be reasonably satisfactory to 
Investor;

		(d)     there shall be in effect no injunction, stay, 
restraining order or decree issued by any court of competent 
jurisdiction, whether foreign or domestic, staying the 
effectiveness of any of the Approvals, the Initial Order or 
the Confirmation Order, and there shall not be pending any 
request or motion for any such injunction, stay, restraining 
order or decree; provided, however, that the foregoing 
condition shall not apply to any such injunction, stay, 
order or decree requested, initiated or supported by 
Investor or any of its partners or other Affiliates or to 
any such request or motion made, initiated or supported by 
Investor or any its partners or other Affiliates;

		(e)     there shall not be threatened or pending any suit, 
action, investigation, inquiry or other proceeding 
(collectively, "Proceedings") by or before any court of 
competent jurisdiction or Regulatory Authority (excluding 
the Company's bankruptcy case, but including adversary 
proceedings and contested matters in such bankruptcy case, 
and excluding any such Proceedings fully and accurately 
disclosed by the Company in Schedule I hereto), or any 
adverse development occurring since December 31, 1993 in any 
such Proceedings, which Proceedings or development, singly 
or in the aggregate, in the good faith judgment of Investor, 
are reasonably likely to have a material adverse effect on 
the Company's ability to carry on its business in a manner 
consistent in all material respects with prior practices or 
are reasonably likely to impair in any material respect 
Investor's ability to realize the intended benefits and 
value of this Agreement, the Procedures Agreement or any 
Related Agreement; provided, however, that the foregoing 
condition shall not apply to any such Proceeding or 
development requested, initiated or supported by Investor or 
any of its partners or other Affiliates;

		(f)     the Company shall have delivered to Investor 
appropriate closing documents, including the instruments 
evidencing the Securities being issued to Investor, 
certifications of the Company officers (including, but not 
limited to, incumbency certificates, and certificates as to 
the truth and correctness of statements made in the 
Disclosure Statement or any other offering document 
distributed in connection with any securities issued in 
respect of this Agreement or the Related Agreements) and 
opinions of legal counsel, all of which shall be reasonably 
satisfactory to Investor;

		(g)     by no later than March 31, 1994, the Company shall 
have delivered to Investor audited financial statements as 
of December 31, 1993, and for the year then ended, which 
statements shall reflect a financial performance and a 
financial position of the Company consistent in all material 
respects with the unaudited results previously announced by 
the Company for such year, and, if requested by Investor, 
the Company shall have discussed such financial statements 
with Investor and provided an opportunity for Investor to 
discuss such financial statements with the Company's 
auditors;

		(h)     since December 31, 1993, except for the matters 
disclosed in Schedule I hereto, no material adverse change 
in the Company's condition (financial or otherwise), 
business, assets, properties, operations or relations with 
employees or labor unions shall have occurred and no matter 
(except for the matters disclosed in Schedule I hereto) 
shall have occurred or come to the attention of Investor 
that, in the reasonable judgment of Investor, is likely to 
have any such material adverse effect;

		(i)     the following shall be true in all material respects 
(in each case based on the Company's actual monthly or daily 
financial statements, which shall be prepared by the Company 
in a manner consistent in all material respects with its 
historical monthly and daily financial statements previously 
furnished to Investor): (A) the Company's actual monthly 
Operating Cash Flow (as defined on the Monthly Targets 
Schedule) shall not, in any month, be less than the minimum 
amount therefor established as part of the Monthly Targets, 
(B) the Company's actual 4 month Rolling Cash Flow  (as 
defined on the Monthly Targets Schedule) shall not be less, 
as of the end of any four calendar month period, than the 
minimum amount therefor established as part of the Monthly 
Targets, (C) the Company's actual end of month Reported Cash 
Balance (as defined in the Monthly Targets Schedule) shall 
not, as of the end of any calendar month, be less than the 
minimum amount therefor established as part of the Monthly 
Targets, (D) the Company's actual five-day average Minimum 
Cash Balance (as defined in the Monthly Targets Schedule) 
shall not be, as of the end of any five day period, less 
than the minimum amount therefor established as part of the 
Monthly Targets; (E) the Company shall not have taken any 
actions which the Company knew or reasonably should have 
known would likely impair or hinder in any material respect 
the Company's ability to achieve the Projections; (F) the 
amount and nature of the obligations and liabilities 
(including, without limitation, tax liabilities and 
administrative expense claims) required to be paid by the 
Company on the Effective Date or to be paid by the Company 
following the Effective Date pursuant to obligations assumed 
by the Company during the course of its bankruptcy 
proceedings shall not be in excess of the amounts reflected 
in Plan R-2 plus any additional allowances provided in 
Section 7 (as reduced by any repayments of the existing 
debtor-in-possession loan made on or prior to the Effective 
Date) and shall not be materially different in nature than 
those specified in Plan R-2 (except with respect to 
administrative claims not known to the Company when Plan R-2 
was developed); and (G) the Company shall have paid all fees 
and expenses due Investor under the Procedures Agreement;

		(j)     since the date hereof, there shall have occurred no 
outbreak or escalation of hostilities or other international 
or domestic calamity, crisis or change in political, 
financial or economic conditions or other adverse change in 
the financial markets that impairs (or could reasonably be 
expected to impair) in any material respect the Company's 
ability to carry on its business in a manner consistent in 
all material respects with prior practice or impairs (or 
could reasonably be expected to impair) in any material 
respect Investor's ability to realize the intended benefits 
and value of this Agreement or any Related Agreement;

		(k)     the Related Agreements, including all Alliance 
Agreements, to be executed by the Company shall have been 
executed by the Company on or before the Effective Date and, 
once executed, shall not have been modified without the 
consent of Investor, shall be in effect and shall not have 
been stayed;

		(l)     the Company shall have performed in all material 
respects all obligations on its part required to be 
performed on or before the Effective Date under this 
Agreement, the Procedures Agreement and the Related 
Agreements and all orders of the Bankruptcy Court in respect 
thereof that are consistent with the provisions of such 
instruments;

		(m)     all representations and warranties of the Company 
under this Agreement, the Procedures Agreement and the 
Related Agreements shall be true in all material respects as 
of the Effective Date;

		(n)     the Plan and Disclosure Statement each shall have 
been filed by the Company on or prior to May 15, 1994, and, 
once filed, shall have been served by the Company on all 
appropriate parties and, once served, shall not have been 
modified in any material respect without the prior consent 
of Investor (which consent shall not be unreasonably 
withheld), withdrawn by the Company or dismissed;

		(o)     the Disclosure Statement (in the form approved by 
the Bankruptcy Court and as amended or supplemented, if 
applicable) shall have been true and correct in all material 
respects as of the date first mailed to Unsecured Parties  
and as of the date fixed by the Bankruptcy Court for voting 
on the Plan and such Disclosure Statement shall not contain 
any untrue statement of a material fact or omit to state any 
material fact necessary in order to make the statements made 
therein (taken as a whole), in light of the circumstances 
under which they were made, not misleading; provided, 
however, that the foregoing condition shall not apply to 
statements or other information furnished or provided by 
Investor or any of its Affiliates for use in the Disclosure 
Statement;

		(p)     the order approving the Disclosure Statement shall 
have been entered by the Bankruptcy Court on or prior to 
June 30, 1994, and, once entered, shall not have been 
modified in any material respect, shall be in effect and 
shall not have been stayed;

		(q)     the Plan (including all securities of the Company to 
be issued pursuant thereto and all contracts, instruments, 
agreements and other documents to be entered into in 
connection therewith), the Disclosure Statement and the 
Confirmation Order shall be consistent with the terms of 
this Agreement and otherwise reasonably satisfactory in form 
and substance to Investor;

		(r)     the Confirmation Order shall have been entered by 
the Bankruptcy Court in form reasonably satisfactory to 
Investor on or before August 15, 1994, and, once entered, 
shall not have been modified in any material respect, shall 
be in effect and shall not have been stayed and shall not be 
subject to any appeal;

		(s)     the Effective Date shall have occurred on or prior 
to the Outside Date unless the reason therefor shall be 
attributable to the breach by Investor or its Affiliates of 
any of their respective representations, warranties, 
covenants or obligations contained herein or in the 
Procedures Agreement or any Related Agreement;.

		(t)     either pursuant to the Confirmation Order or 
otherwise, the Bankruptcy Court shall have established one 
or more bar dates for administrative expense claims pursuant 
to an order reasonably acceptable to Investor, which bar 
date or dates shall occur on or before dates reasonably 
acceptable to Investor; and

		(u)     the Securities and Exchange Commission shall have 
declared effective a shelf registration statement with 
respect to the Securities issuable to Investor.

In the event any of the conditions set forth in clause (a) (n), 
(p) or (r) is not satisfied by the date specified in such clause 
(the "Deadline"), then, on the 15th day following the then 
current Deadline, the Deadline shall be automatically extended on 
a day-to-day basis unless the Company and Investor otherwise 
agree in writing or unless Investor gives a notice of termination 
to the Company pursuant to Section 20(b) of the Procedures 
Agreement within such 15-day period.  If any Deadline is 
automatically extended as aforesaid, Investor may thereafter 
establish a new Deadline by giving notice to the Company 
specifying the new Deadline, provided that the new Deadline may 
not be sooner than 30 days after the date of such notice.

		SECTION 9. Conditions to Company's Obligations Relating 
to Investment. The Company's obligations to consummate or to 
cause the consummation of the issuance and sale of the Securities 
and the other transactions contemplated by this Agreement shall 
be subject to the satisfaction, or to the effective written 
waiver by the Company, of the condition described in Section 8(b) 
and the following additional conditions:

		(a)     payment of the Purchase Price;

		(b)     Investor shall have delivered to the Company 
appropriate closing documents, including, but not limited 
to, executed counterparts of the Related Agreements and 
certifications of officers, and opinions of legal counsel, 
all of which shall be reasonably satisfactory to the 
Company;

		(c)     there shall be in effect no injunction, stay, 
restraining order or decree issued by any court of competent 
jurisdiction, whether foreign or domestic, staying the 
effectiveness of any of the Approvals, the Initial Order or 
the Confirmation Order, and there shall not be pending any 
request or motion for any such injunction, stay, restraining 
order or decree; provided, however, that the foregoing 
condition shall not apply to any such injunction, stay, 
order or decree requested, initiated or supported by the 
Company or to any such request or motion made, initiated or 
supported by the Company;

		(d)     the Related Agreements to be executed by  Investor 
or any of its partners shall have been executed by such 
parties on or before the Effective Date and, once executed, 
shall not have been modified without the consent of the 
Company, shall be in effect and shall not have been stayed;

		(e)     Investor, Continental and Mesa shall have performed 
in all material respects all obligations on their part 
required to be performed on or before the Effective Date 
under this Agreement, the Procedures Agreement and the 
Related Agreements and all orders of the Bankruptcy Court in 
respect thereof that are consistent with the provisions of 
such instruments;

		(f)     all representations and warranties of Investor, 
Continental and Mesa under this Agreement, the Procedures 
Agreement and the Related Agreements shall be true and 
correct in all material respects as of the Effective Date; 

		(g)     the Company shall be reasonably satisfied that the 
Alliance Agreements, when fully implemented, shall result in 
an increase to the Company's pretax income of not less than 
$40 million per year; provided, however, that Investor shall 
have no liability for any failure of the Company to achieve 
any such increase in net income except to the extent such 
failure results from a default by Investor or its partners 
pursuant to the terms of such Alliance Agreements;

		(h)     since the date hereof, there shall have occurred (A) 
no outbreak or escalation of hostilities or other 
international or domestic calamity, crisis or change in 
political, financial or economic conditions or other adverse 
change in the financial markets or (B) any adverse change in 
the condition (financial or otherwise), business, assets, 
properties or prospects of Continental or Mesa, in each case 
that materially impairs the ability of either Continental or 
Mesa to perform its obligations under the Alliance 
Agreements or the Company's ability to realize the intended 
benefits and value of this Agreement, the Alliance 
Agreements (as contemplated by clause (g) above) or the 
other Related Agreements; 

		(i)     since the time of their initial filing by the 
Company, neither the Plan nor the Disclosure Statement shall 
have been modified in any material respect without the prior 
consent of the Company (which consent shall not be 
unreasonably withheld or delayed), withdrawn by Investor or 
dismissed;

		(j)     the certificate of incorporation and bylaws of the 
Company shall contain the terms contemplated by this 
Agreement and shall otherwise be reasonably satisfactory to 
the Company;

		(k)     The Plan (including all Securities to be issued 
pursuant thereto and all contracts, instruments, agreements 
and other documents to be entered into in connection 
therewith), the Disclosure Statement and the Confirmation 
Order shall be consistent with the terms of this Agreement 
and otherwise reasonably satisfactory in form and substance 
to the Company;

		(l)     the Confirmation Order shall have been entered by 
the Bankruptcy Court in form reasonably acceptable to the 
Company and, once entered, shall not have been modified in 
any material respect, shall be in effect and shall not have 
been stayed and shall not be subject to any appeal; and

		(m)     the Effective Date shall have occurred on or prior 
to the Outside Date unless the reason therefor shall be 
attributable to the breach by the Company of any of its 
representations, warranties, covenants or obligations 
contained herein or in the Procedures Agreement or any 
Related Agreement.

		SECTION 10. Cooperation.  (a) The Company and Investor 
will cooperate in a commercially reasonable manner, and will use 
their respective commercially reasonable efforts, to consummate 
the transactions contemplated hereby, including all commercially 
reasonable efforts to satisfy the conditions specified in this 
Agreement.  The Company will use commercially reasonable efforts, 
and Investor will cooperate in a commercially reasonable manner 
in seeking, to obtain all Approvals.

		(b)     Notwithstanding anything in Section 8 or 9 to the 
contrary, if prior to the Outside Date, the Department of Justice 
or any other Regulatory Authority raises any antitrust objection 
to the consummation of the Investment or the implementation of 
any Alliance Agreement, which objection has not been resolved on 
or before the Outside Date, Investor nevertheless shall be 
required to consummate the Investment  and, to that end, agrees 
to timely make such adjustment to the composition of its 
partnership and to the Alliance Agreements as required to resolve 
such antitrust objection; provided, however, that nothing in this 
paragraph (b) shall affect the rights of the Company under 
Section 9(g) or obligate the Company to enter into or approve any 
adjustment or modification of the Alliance Agreements which, in 
the Company's reasonable judgment, is prejudicial to the Company 
or the Unsecured Parties in any material respect and which, if 
entered into or approved, would materially impair the Company's 
ability to realize the reasonably anticipated benefits of such 
Alliance Agreements.

		SECTION 11.  Registration Rights Agreement.  Investor 
and the Company will enter into a registration rights agreement 
on terms acceptable to Investor and the Company.  The 
registration rights agreement will reflect the understanding of 
the parties with respect to their registration rights and 
obligations and will provide that Investor, its partners and any 
assignees and transferees, shall have the right to cause the 
Company to (i) include the Securities issuable to  Investor 
pursuant to the Plan (including any such Securities issued or 
issuable in respect of the Warrants or by way of any stock 
dividend or stock split or in connection with any combination of 
shares, merger, consolidation or similar transaction), on 
customary terms, in "piggyback" underwritings and registrations 
and (ii) to effect, on customary terms, one demand registration 
under the Securities Act for the public offering and sale of the 
Securities issued to Investor under the Plan at any time after 
the third anniversary of the Effective Date.

		SECTION 12. Applicable Provisions of Law and 
Regulations.  It is understood and agreed that this Agreement 
shall not create any obligation of, or restriction upon, the 
Company or Investor or the partners of Investor that would 
violate applicable provisions of law or regulation relating to 
ownership or control of a U.S. air carrier.  At all times after 
the Effective Date, the certificate of incorporation of the 
Company shall provide that, in the event persons who are not U.S. 
citizens shall own (beneficially or of record) or have voting 
control over shares of Common Stock, the voting rights of  such 
persons shall be subject to automatic suspension as required to 
ensure that the Company is in compliance with applicable 
provisions of law or regulation relating to ownership or control 
of a U.S. air carrier.

		SECTION 13. Representations and Warranties of the 
Company.  The Company represents and warrants to Investor as 
follows:

		(a)     The Company has complied in all material respects 
with the terms of all orders of the Bankruptcy Court in 
respect of the Investment, this Agreement and the Procedures 
Agreement.

		(b)     The Company has delivered to Investor copies of the 
audited balance sheets of the Company as of December 31, 
1992 and the statements of income, stockholders' equity and 
cash flows for the years then ended, together with the notes 
thereto.  Such financial statements, and when delivered to 
Investor the financial statements of the Company referred to 
in Section 8(g) will, present fairly, in accordance with 
generally accepted accounting principles (applied on a 
consistent basis except as disclosed in the footnotes 
thereto), the financial position and results of operations 
of the Company as of the dates and for the periods therein 
set forth.  

		(c)     When delivered to Investor, the unaudited financial 
statements of the Company referred to in Section 15(b)(ii) 
will (i) present fairly, in accordance with generally 
accepted accounting principles (applied on a consistent 
basis except as disclosed therein and subject to normal 
year-end audit adjustments), the financial position and 
results of operations of the Company as of the date and for 
the period therein set forth, it being understood and 
agreed, however, that the foregoing representation relating 
to conformity with generally accepted accounting principles 
is being made only to the extent such principles are 
applicable to interim unaudited reports and (ii) reflect a 
financial position and results of operations not materially 
worse than those set forth in the pro forma financial 
statements contained in Plan 9.  

		(d)     The Projections and the Monthly Targets were 
prepared in good faith on a reasonable basis, and when 
prepared represented the Company's best judgment as to the 
matters set forth therein, taking into account all relevant 
facts and circumstances known to the Company.  Nothing has 
come to the Company's attention since the dates on which the 
Projections and the Monthly Targets, respectively, were 
prepared which causes the Company to believe that any of the 
projections and other information contained therein were 
misleading or inaccurate in any material respect as of such 
dates.  It is specifically understood and agreed that the 
delivery of the Projections and the Monthly Targets shall 
not be regarded as a representation, warranty or guarantee 
that the particular results reflected therein will in fact 
be achieved or are likely to be achieved.  

		(e)     No written statement, memorandum, certificate, 
schedule or other written information provided (or to be 
provided) to Investor or any of its representatives by or on 
behalf of the Company in connection with the transactions 
contemplated hereby, when viewed together with all other 
written statements and information provided to Investor and 
its representatives by or on behalf of the Company, in light 
of the circumstances under which they were made, (i) 
contains or will contain any materially misleading statement 
or (ii) omits or will omit to state any material fact 
necessary to make the statements therein not misleading.

		(f)     The board of directors of the Company has approved 
the Investment and Investor's acquisition of Securities 
hereunder for purposes of, and in accordance with the 
provisions and requirements of, Section 203(a)(1) of the 
General Corporation Law of the State of Delaware and, as a 
consequence, Investor will not be subject to the provisions 
of such Section with respect to any "business combination" 
between Investor and the Company (as such term is defined in 
said Section 203).

		SECTION 14. Representations and Warranties of Investor.  
Investor represents and warrants to the Company as follows:

		(a)     The general and limited partners of Investor (other 
than one such partner which will elect to suspend the voting 
rights of its Securities as contemplated by Section 4(b)) 
are U.S. citizens within the meaning of Section 101(16) of 
the Federal Aviation Act of 1958, as amended.  

		(b)     Investor has, or has commitments for, sufficient 
funds to pay the Purchase Price and otherwise perform its 
obligations under this Agreement.

		(c)     No written statement, memorandum, certificate, 
schedule or other written information provided (or to be 
provided) to the Company or any of its representatives by or 
on behalf of Investor in connection with the transactions 
contemplated by the Alliance Agreements, when viewed 
together with all other written statements and information 
provided to the Company and its representatives by or on 
behalf of Investor, in light of the circumstances under 
which they were made, (i) contains or will contain any 
materially misleading statement or (ii) omits or will omit 
to state any material fact necessary to make the statements 
therein not misleading.

		SECTION 15. Covenants.  (a)  Investor covenants (i) to 
support, subject to management's recommendation, increases in 
employee compensation through 1995 at least equal to those set 
forth in Plan R-2 and (ii) after the Effective Date, to cause the 
board of directors of the Company to consider implementation of a 
broad based employee incentive compensation plan and a management 
stock incentive plan.

		(b)     The Company covenants (i) to use commercially 
reasonable efforts to cause the shelf registration statement 
referred to in Section 8(u) to remain effective for three years 
following its effective date and (ii) as soon as available, to 
deliver to Investor a copy of the unaudited balance sheet of the 
Company as of the end of each fiscal quarter of the Company prior 
to the Effective Date and the unaudited statements of income and 
cash flows for the periods then ended.

		SECTION 16. Certain Taxes.  The Company shall bear and 
pay all transfer, stamp or other similar taxes (if any are not 
exempted under Section 1146 of the Bankruptcy Code) imposed in 
connection with the issuance and sale of the Securities.

		SECTION 17. Administrative Expense.  All amounts owed to 
Investor or its assignees by the Company under this Agreement, 
the Related Agreements, the Procedures Agreement and all orders 
of the Bankruptcy Court in respect thereof shall be treated as an 
allowed administrative expense priority claim under Section 
507(a)(1) of the Bankruptcy Code.

		SECTION 18. Incorporation by Reference.  The provisions 
set forth in the Procedures Agreement, including, but not limited 
to, the provisions regarding confidentiality, liability indemnity 
and termination, are hereby incorporated by reference and such 
provisions shall have the same force and effect herein as if they 
were expressly set forth herein in full.

		SECTION 19. Notices.  All notices, requests and other 
communications hereunder must be in writing and will be deemed to 
have been duly given only if delivered personally or by facsimile 
transmission or mailed (first class postage prepaid) or by 
prepaid express courier to the parties at the following addresses 
or facsimile numbers:

	If to the Company:      America West Airlines, Inc.  4000 
East Sky Harbor Boulevard  Phoenix, 
Arizona 85034 Attention:  William 
A. Franke and
			   Martin J. Whalen Fax Number:  
(602) 693-5904

		with a copy to: LeBoeuf, Lamb, Greene & MacRae
			633 17th Street, Suite 2800 Denver, 
Colorado 80202
			Attention:  Carl A. Eklund Fax 
Number:  (303) 297-0422

		and a copy to:  Andrews & Kurth L.L.P. 4200 Texas 
Commerce Tower Houston, Texas  
77002 Attention:  David  G. Elkins 
Fax Number:  (713) 220-4285

		and a copy to:  Murphy, Weir & Butler
			101 California Street, 39th Floor
			San Francisco, California 94111
			Attention: Patrick A. Murphy
			Fax Number:  (415) 421-7879

		and a copy to:  Lord, Bissell and Brook 115 South 
LaSalle Street
			Chicago, IL 60603
			Attention:  Benjamin Waisbren
			Fax Number:  (312) 443-0336

	If to Investor: AmWest Partners, L.P.  201 Main 
Street, Suite 2420  Fort Worth, 
Texas  76102  Attention:  James G. 
Coulter  Fax Number: (817) 871-4010

		with a copy to: Arnold & Porter
			1200 New Hampshire Ave., N.W.  
Washington, D.C.  20036
			Attention:  Richard P. Schifter
			Fax Number: (202) 872-6720

		and a copy to:  Jones, Day, Reavis & Pogue  
			North Point 901 Lakeside Avenue 
			Cleveland, Ohio 44114
			Attention:  Lyle G. Ganske
			Fax Number: (216) 586-7864

		and a copy to:  Goodwin, Procter &Hoar  
			Exchange Place 
			Boston, MA 02109
			Attention:  Laura Hodges Taylor, 
P.C.
			Fax Number: (617) 523-1231

		and a copy to:  Murphy, Weir & Butler
			101 California Street, 39th Floor
			San Francisco, California 94111
			Attention: Patrick A. Murphy
			Fax Number:  (415) 421-7879

		and a copy to:  Lord, Bissell and Brook 115 South 
LaSalle Street
			Chicago, IL 60603
			Attention:  Benjamin Waisbren
			Fax Number:  (312) 443-0336

All such notices, requests and other communications will (i) if 
delivered personally to the address as provided in this Section, 
be deemed given upon delivery, (ii) if delivered by facsimile 
transmission to the facsimile number as provided in this Section, 
be deemed given upon receipt, and (iii) if delivered by mail or 
by express courier in the manner described above to the address 
as provided in this Section, be deemed given upon receipt (in 
each case regardless of whether such notice is received by any 
other person to whom a copy of such notice, request or other 
communication is to be delivered pursuant to this Section).  
Either party from time to time may change its address, facsimile 
number or other information for the purpose of notices to that 
party by giving notice specifying such change to the other party 
hereto.

		SECTION 20. Governing Law.  Except to the extent 
inconsistent with the Bankruptcy Code, this Agreement shall in 
all respects be governed by and construed in accordance with the 
laws of the State of Arizona, without reference to principles of 
conflicts or choice of law under which the law of any other 
jurisdiction would apply.

		SECTION 21. Amendment.  This Agreement may only be 
amended, waived, supplemented or modified by a written instrument 
signed by authorized representatives of Investor and the Company.  
Investor may extend the time for satisfaction of the conditions 
set forth in Section 8 (prior to or after the relevant date) by 
notifying the Company in writing.  The Company may extend the 
time for satisfaction of the conditions set forth in Section 9 
(prior to or after the relevant date) by notifying Investor in 
writing. 

		SECTION 22. No Third Party Beneficiary.  This Agreement 
and the Procedures Agreement are made solely for the benefit of 
the Company and Investor and their respective permitted assigns, 
and no other Person (including, without limitation, employees, 
stockholders and creditors of the Company) shall have any right, 
claim or cause of action under or by virtue of this Agreement or 
the Procedures Agreement, except to the extent such Person is 
entitled to protection as contemplated by Section 28(b) or to 
expense reimbursement pursuant to the Procedures Agreement or may 
assert a claim for indemnity pursuant to the Procedures 
Agreement.

		SECTION 23. Assignment.  Except as otherwise provided 
herein, Investor may assign all or part of its rights under this 
Agreement to any of its partners (each of whom may assign all or 
part to its Affiliates) or to any fund or account managed or 
advised by Fidelity Management Trust Company or any of its 
Affiliates and may assign any Securities (or the right to 
purchase any Securities) to any lawfully qualified Person or 
Persons, and the Company may assign this Agreement to any Person 
with which it may be merged or consolidated or to whom 
substantially all of its assets may be transferred in 
facilitation of the consummation of the Plan and the effectuation 
of the issuance and sale of the Securities as contemplated hereby 
or by the Related Agreements.  None of such assignments shall 
relieve the Company or Investor of any obligations hereunder, 
under the Procedures Agreement or under the Related Agreements.

		SECTION 24. Counterparts.  This Agreement may be 
executed by the parties hereto in counterparts and by telecopy, 
each of which shall be deemed to constitute an original and all 
of which together shall constitute one and the same instrument.  
With respect to signatures transmitted by telecopy, upon request 
by either party to the other party, an original signature of such 
other party shall promptly be substituted for its facsimile.

		SECTION 25. Invalid Provisions.  If any provision of 
this Agreement is held to be illegal, invalid or unenforceable 
under any present or future laws, rules or regulations, and if 
the rights or obligations of Investor and the Company under this 
Agreement will not be materially and adversely affected thereby, 
(a) such provision will be fully severable, (b) this Agreement 
will be construed and enforced as if such illegal, invalid or 
unenforceable provision had never comprised a part hereof, (c) 
the remaining provisions of this Agreement will remain in full 
force and effect and will not be affected by the illegal, invalid 
or unenforceable provision or by its severance herefrom, and (d) 
in lieu of such illegal, invalid or unenforceable provision, 
there will be added automatically as a part of this Agreement a 
legal, valid and enforceable provision as similar in terms to 
such illegal, invalid or unenforceable provision as may be 
possible.  If the rights and obligations of Investor or the 
Company will be materially and adversely affected by any such 
provision held to be illegal, invalid or unenforceable, then 
unless such provision is waived in writing by the affected party 
in its sole discretion, this Agreement shall be null and void.  

		SECTION 26.  Tagalong Rights.  On the Effective Date, 
Investor shall enter into a written agreement for the benefit of 
all holders of Class B Common (other than Investor and its 
Affiliates) whereby Investor shall agree, for a period of three 
years after the Effective Date, not to sell, in a single 
transaction or related series of transactions, shares of Common 
Stock representing 51% or more of the combined voting power of 
all shares of Common Stock then outstanding unless such holders 
shall have been given a reasonable opportunity to participate 
therein on a pro rata basis and at the same price per share and 
on the same economic terms and conditions applicable to Investor; 
provided, however, that such obligation of Investor shall not 
apply to any sale of shares of Common Stock made by Investor (i) 
to any Affiliate of Investor, (ii) to any Affiliate of Investor's 
partners, (iii) pursuant to a bankruptcy or insolvency 
proceeding, (iv) pursuant to judicial order, legal process, 
execution or attachment, (v) in a widespread distribution 
registered under the Securities Act of 1933, as amended 
("Securities Act") or (vi) in compliance with the volume 
limitations of Rule 144 (or any successor to such Rule) under the 
Securities Act.  

		SECTION 27. Stock Legend.  All securities issued to 
Investor pursuant to the Plan shall be conspicuously endorsed 
with an appropriate legend to the effect that such securities may 
not be sold, transferred or otherwise disposed of except in 
compliance with (i) Section 26 and (ii) applicable securities 
laws.  

		SECTION 28.  Directors' Liability and Indemnification.  
(a)  Upon, and at all times after, consummation of the Plan, the 
certificate of incorporation of the Company shall contain 
provisions which (i) eliminate the personal liability of the 
Company's former, present and future directors for monetary 
damages resulting from breaches of their fiduciary duties to the 
fullest extent permitted by applicable law and (ii) require the 
Company, subject to appropriate procedures, to indemnify the 
Company's former, present and future directors and executive 
officers to the fullest extent permitted by applicable law.  In 
addition, upon consummation of the Plan, the Company shall enter 
into written agreements with each person who is a director or 
executive officer of the Company on the date hereof providing for 
similar indemnification of such person and providing that no 
recourse or liability whatsoever with respect to this Agreement, 
the Procedures Agreement, the Related Agreements, the Plan or the 
consummation of the transactions contemplated hereby or thereby 
shall be had, directly or indirectly, by or in the right of the 
Company against such person.  Notwithstanding anything contained 
herein to the contrary, the provisions of this Section 28(a) 
shall not be applicable to any person who ceased being a director 
of the Company at any time prior to March 1, 1994.

		(b)     Investor agrees, on behalf of itself and its 
partners, that no recourse or liability whatsoever (except as 
provided by applicable law for intentional fraud, bad faith or 
willful misconduct) shall be had, directly or indirectly, against 
any person who is a director or executive officer of the Company 
on the date hereof with respect to this Agreement, the Procedures 
Agreement, the Related Agreements, the Plan or the consummation 
of the transactions contemplated hereby or thereby, such recourse 
and liability, if any, being expressly waived and released by 
Investor and its partners as a condition of, and in consideration 
for, the execution and delivery of this Agreement.

		SECTION 29.  Jurisdiction of Bankruptcy Court.  The 
parties agree that the Bankruptcy Court shall have and retain 
exclusive jurisdiction to enforce and construe the provisions of 
this Agreement.

		SECTION 30.  Interpretation.  In this Agreement, unless 
a contrary intention appears, (i) the words "herein", "hereof" 
and "hereunder" and other words of similar import refer to this 
Agreement as a whole and not to any particular Section or other 
subdivision and (ii) reference to any Section means such Section 
hereof.  The Section headings herein are for convenience only and 
shall not affect the construction hereof.  No provision of this 
Agreement shall be interpreted or construed against either party 
solely because such party or its legal representative drafted 
such provision.

		SECTION 31.  Termination.  This Agreement shall 
terminate concurrently with the termination of the Procedures 
Agreement.

		SECTION 32.     Entire Agreement.  The Agreement supersedes 
any and all other agreements (oral or written) between the 
parties in respect to the subject matter hereof other than the 
Procedures Agreement.


	AMWEST PARTNERS, L.P.



	By:     AmWest Genpar, Inc.,
		its General Partner




	By:             

	Title:


Accepted and Agreed to 
this 21th day of April, 1994.


AMERICA WEST AIRLINES, INC.
as Debtor and Debtor-in-Possession


By:     

Title:  



SCHEDULE I
TO
INVESTMENT AGREEMENT



	1.      On October 26, 1993, the National Mediation board 
certified the Airline Pilots Association as 
collective bargaining agent for the Company's 
flight deck crew members in NMB Case No. R-6213.  
As of March 3, 1994, the union remained in a 
process of internal organization consisting of a 
membership drive and election of local union 
officers.  No proposals for a collective bargaining 
agreement have yet been tendered.  The Company 
anticipates a formal exchange of opening proposals 
as contemplated by the Railway Labor Act to occur 
in mid-April.  


	2.      On February 15, 1989 in NMB Case No. R-5817, the 
Association of Flight Attendants lost an election 
to determine whether the Association would be the 
bargaining agent for certain of the Company's 
Customer Service Representatives.  The NMB has 
ordered a rerun election and a determination of 
eligibility to vote in such a rerun election is on-
going.  No date for a rerun election has yet been 
set by the NMB.


	3.      The Company is subject to an informal inquiry by a 
governmental agency as described in the letter, 
dated February 22, 1994, from Martin J. Whalen, Sr. 
Vice President and General Counsel of the Company, 
to Richard P. Schifter, counsel for Investor.  


Exhibit A

Stock Purchase Warrants

Indicative Summary of Key Terms and Conditions


Issuer  America West (the "Company").

Issue   Stock Purchase Warrants (the 
"Warrants").

Number  Warrants to purchase 10,384,615 
shares of the Company's Class B 
Common Stock ("Common Stock").

Exercise Price  The Exercise Price for the Warrants 
will be determined by the 
Bankruptcy Court based on a value 
equal to total prepetition 
unsecured claims divided by .595 
times 1.1.

Expiration      The Warrants will be exercisable by 
the holders thereof at any time on 
or prior to the fifth anniversary 
of the Effective Date.

Redemption      The Warrants will not be 
redeemable.

Anti-Dillution Adjustments      The number of shares of Common 
Stock purchasable upon exercise of 
each Warrant will be adjusted upon 
(i) payment of a dividend payable 
in, or other distribution of, 
Common Stock to all of the then 
current holders of Common Stock, 
(ii) a combination, subdivision or 
reclassification of Common Stock, 
and (iii) rights issuances.

Common Stock    When delivered, the Common Stock 
purchased upon exercise of the 
Warrants will be fully paid and 
nonassessable.

Voting Rights   The holders of the Warrants will 
not have any voting rights in 
respect thereof.

Merger  The holders of the Warrants will be 
protected in the case of a merger 
or other similar transaction 
involving the Company.


Exhibit B

Senior Unsecured Notes

Indicative Summary of Key Terms and Conditions


Issuer  (Reorganized) America West 
Airlines, Inc. (the "Company").

Issue   Senior Unsecured Notes (the 
"Notes").

Principal Amount        Up to $130,000,000, subject to 1% 
fee.

Maturity        Seven years from issuance.

Interest Rate   The Notes will bear interest, 
payable semiannually, in arrears at 
a rate equal to 425 basis points 
over seven year treasuries at time 
of closing but not to exceed 11.05% 
per annum.

Ranking The Notes will rank pari passu with 
all existing and future senior 
unsecured indebtedness of the 
Company.

Optional Redemption     The Notes will not be redeemable 
during the first three years except 
that the Company may redeem up to 
$30 million in principal amount of 
the Notes issued to Investor and up 
to $10 million in principal amount 
of the Notes issued to GPA, in each 
case from the Net Proceeds of any 
underwritten offering of primary 
shares of the Company's Class B 
Common Stock at a purchase price 
equal to 108% of principal plus 
accrued interest as of the date of 
redemption.  Thereafter, the Notes 
are redeemable at the Company's 
option, in whole or in part, after 
30 days notice.  The redemption 
price will be equal to the 
following percentage of the 
principal amount redeemed in each 
of the following years plus accrued 
interest:

	Year 4: 108%
	Year 5: 105.3%
	Year 6: 102.7%
	Year 7: 100.1%

Mandatory Redemption    None.

Covenants and Other Provisions  Purchasers will negotiate in 
good faith standard covenants and 
provisions, including, but not 
limited to, limitations on 
additional indebtedness, liens, 
restricted payments, investments, 
mergers, asset sales, transactions 
with affiliates, and the like.

EX-10

THIRD REVISED INTERIM PROCEDURES AGREEMENT




		THIS THIRD REVISED INTERIM PROCEDURES AGREEMENT, entered 
into and dated as of April 21, 1994 (this " Agreement"), between 
America West Airlines, Inc., a Delaware corporation (including, 
on or after the effective date of the Plan, as hereinafter 
defined, its successors, as reorganized pursuant to Chapter 11 of 
the Bankruptcy Code, as hereinafter defined) (hereinafter, the 
"Company"), operating as debtor-in-possession under Chapter 11 of 
the United States Bankruptcy Code, 11 U.S.C. Sect. 101-1330 (the 
"Bankruptcy Code") and AmWest Partners, L.P., a Texas limited 
partnership (hereinafter the "Investor").  All capitalized terms 
used in this Agreement without definition shall have the meanings 
assigned to them in the Third Revised Investment Agreement 
between the Company and Investor dated as of the date hereof (the 
"Investment Agreement").  

W I T N E S S E T H:

		WHEREAS, the Company has filed a case seeking relief 
under Chapter 11 of the Bankruptcy Code in the United States 
Bankruptcy Court for the District of Arizona (the "Bankruptcy 
Court"), and is operating its business as debtor-in-possession;

		WHEREAS, on December 8, 1993, the Bankruptcy Court 
entered an Order on Motion to Establish Procedures for Submission 
of Investment Proposals (the "Procedures Order");

		WHEREAS, in accordance with the Procedures Order, 
Investor submitted on February 22, 1994 a proposal for making an 
investment in the Company (the "Investment") which, subject to 
certain changes approved by the Company, Investor, the Creditors' 
Committee and the Equity Committee, is set forth in the 
Investment Agreement;

		WHEREAS, pursuant to the Procedures Order, the Company 
has selected the Investment Agreement as the Lead Plan Proposal 
(as defined in the Procedures Order) and has provided appropriate 
notification of such selection to all persons entitled to receive 
such notification; and

		WHEREAS, the Investment Agreement contemplates, among 
other things, the consummation of a plan of reorganization (the 
"Plan") that would, subject to the terms and conditions set forth 
in the Investment Agreement, provide for (i) a recapitalization 
of the Company, (ii) the execution and delivery of the Alliance 
Agreements, the intended effect of which would be to improve the 
financial performance of the Company and (iii) the execution and 
delivery of the Governance Agreements;

		NOW, THEREFORE, in consideration of the premises, and 
for other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the Company hereby 
agrees with Investor as follows:

		SECTION 1.  No Solicitation, etc.  (a) Prior to the 
termination of this Agreement, the Company shall not directly, or 
indirectly through any of its officers, directors, employees, 
agents or otherwise, initiate or solicit any offer or proposal 
providing for or in furtherance of any Prohibited Transaction.  
The term "Prohibited Transaction" shall mean (i) any transaction 
or transactions (A) similar to or in substitution for the 
Investment contemplated by the Investment Agreement or (B) 
similar to or in substitution for the issuance and sale by the 
Company of any of the Contemplated Securities (as defined below); 
(ii) the designation as a Lead Plan Proposal of any other 
proposal made by a party other than Investor; or (iii) the 
execution of a contract with another airline or affiliate thereof 
which would interfere with full implementation of the Alliance 
Agreements, it being understood that normal course of business 
arrangements between and among carriers that are either 
terminable on not more than 60 days' notice or entered into or 
continued with the consent of Investor (which consent shall not 
be unreasonably withheld) shall not constitute Prohibited 
Transactions.  The "Prohibited Transactions," as defined above, 
shall also include, without limitation, (1) any merger or 
consolidation of the Company, (2) any issuance or sale of equity 
or debt securities of the Company, and (3) any sale, encumbrance, 
lease or other disposition of material assets of the Company or 
interest therein outside the ordinary and normal course of the 
Company's business.  Notwithstanding the foregoing, "Prohibited 
Transactions" shall not include any Permitted Transaction (as 
hereinafter defined).  

		(b)     Nothing in this Agreement shall be construed to 
prohibit the Company from soliciting proposals or entering 
negotiations for a Prohibited Transaction if, at any time after 
the date hereof and prior to the Effective Date, Investor or any 
of its partners shall (1) initiate proceedings in bankruptcy or 
receivership or, voluntarily or involuntarily, be or become 
subject to proceedings for protection from its creditors or (2) 
shall suffer an adverse change in its condition (financial or 
otherwise), business, assets, properties or prospects that, in 
the reasonable judgment of the Company's board of directors, 
materially impairs (A) the ability of Investor or such partner, 
as the case may be, to perform its obligations under this 
Agreement, the Investment Agreement or the Related Agreements or 
(B) the Company's ability to realize (1) the intended benefits 
and value of this Agreement, the Investment Agreement or, the 
Related Agreements (other than the Alliance Agreements) and (2) 
an increase in the Company's pretax income of not less than $40
million per year from the Alliance Agreements as contemplated by 
Section 9(g) of the Investment Agreement; provided, however, that 
in no event shall the Company be entitled under this paragraph 
(b) to solicit proposals for a Prohibited Transaction until after 
the Company shall have given Investor not less than one business 
day's advance written notice of the Company's intention to do so.  

		(c)     If both of the following conditions are satisfied:

			(i)     the Company receives either (A) a proposal for a 
Prohibited Transaction prior to the date (the "Cut-off 
Date") on which the Bankruptcy Court enters an order 
approving a disclosure statement with respect to the 
Plan (the "Disclosure Statement Order") or (B) a 
proposal for a Prohibited Transaction after the Cut-off 
Date under the circumstances contemplated by paragraph 
(b) above; and 

			(ii)    the Company's board of directors (A) determines 
in good faith, based on advice from the Company's 
independent financial advisor, that such proposal (the 
"Alternate Proposal") satisfies the criteria for 
qualification as an Overbid (as set forth below) and (B) 
desires to accept the Alternate Proposal as being in the 
best interests of the Company and its constituents, 

	then the Company shall promptly disclose the Alternate 
Proposal to Investor and within two business days submit to 
Investor copies of all documents or written information 
received by the Company from or on behalf of the party 
making such proposal setting forth the terms of such 
Alternate Proposal (the "Related Documentation").  In making 
the determination required in clause (ii)(B) above, the 
Company's board of directors shall consider all relevant 
considerations and factors, including, without limitation, 
the form and value of consideration, the extent to which the 
economic benefits of the Alternate Proposal, taken as a 
whole, differ from the economic benefits to the Company 
contemplated to be provided by the Investment Agreement, 
taken as a whole, the likelihood that the party making the 
Alternate Proposal is able to obtain financing to consummate 
the Alternate Proposal, the proposed closing date, the 
certainty of consummation, competitive issues and closing 
conditions.  If within seven business days of receipt by 
Investor of all Related Documentation and notice that the 
Company deems such seven-day period to have started, 
Investor offers amendments to the Investment Agreement 
and/or the Alliance Agreements that, taken as a whole, 
satisfy the criteria for qualification as a Matching Bid in 
respect of the Alternate Proposal, then Investor's offer 
will continue as the Lead Plan Proposal and all the terms of 
this Agreement and the Investment Agreement, as so amended, 
will continue in full force and effect.  If (A) Investor 
offers no such amendments within such seven business days or 
(B) in the event the Company disagrees with Investor's 
characterization of its offer as a Matching Bid and the 
Bankruptcy Court determines, upon petition by the Company, 
that Investor's amended offer does not qualify as Matching 
Bid or (C) in the event Investor disagrees with the 
Company's determination referred to in clause (ii) above and 
the Bankruptcy Court determines, upon petition by Investor, 
that the Alternate Proposal does qualify as an Overbid, then 
the Company may terminate this Agreement in accordance with 
Section 20(a)(v), provided that the Expenses have been paid 
to Investor as provided in Section 2.

		(d)     For purposes of paragraph (c) above, the term 
"Overbid" shall mean a proposal or offer that is presented to the 
Company entirely in writing from one or more parties reasonably 
believed by the Company to be financially capable of performing 
in full the provisions of its proposal, which proposal:

		(A)     must provide overall economic benefits to the 
Company and its constituents which are materially greater, 
in the Company's reasonable judgment, than the overall 
economic benefits to be provided under this Agreement, the 
Investment Agreement and the Related Agreements, taken as a 
whole;

		(B)     is otherwise on terms and conditions that, taken as 
a whole, are more favorable to the Company than those 
contained in this Agreement, the Investment Agreement and 
the Related Agreements, taken as a whole; and

		(C)     is not subject to any due diligence, litigation, 
environmental or regulatory approval condition that is more 
favorable to the proponent than those contained in this 
Agreement, the Investment Agreement and the Related 
Agreements, taken as a whole.

		(e)     For purposes of paragraph (c) above, the term 
"Matching Bid" shall mean an offer by Investor to amend the 
Investment Agreement and/or the Related Agreements such that, 
after giving effect to such amendments, the Investment Agreement 
and the Related Agreements, taken as a whole, will:

		(A)     provide overall economic benefits to the Company and 
its constituents which are not less, in the Company's 
reasonable judgment, than the overall economic benefits to 
be provided under the Alternate Proposal;

		(B)     contain terms and conditions that, taken as a whole, 
are at least as favorable to the Company as those contained 
in the Alternate Proposal; and

		(C)     not be subject to any due diligence, litigation, 
environmental or regulatory approval condition that is more 
favorable to Investor than those contained in the Alternate 
Proposal.

Such offer shall be in writing and shall specify, in reasonable 
detail, the amendments referred to therein.

		(f)     After the Cut-off Date and prior to the termination 
of this Agreement in accordance with its terms, the Company shall 
not consider, entertain or negotiate, or enter into or consummate 
any agreement in furtherance of, any Prohibited Transaction 
except as expressly permitted by paragraph (b) above.

		(g)     Nothing in this Agreement shall prohibit the Company 
from consummating any Permitted Transaction (as defined in 
Section 4.2).

		SECTION 2.  Expenses.  (a) Following the entry of the 
order referred to in Section 16, the Company shall, immediately 
upon request and upon receipt of an accounting reasonably 
acceptable to the Company, reimburse Investor for all reasonable 
out-of-pocket or third-party expenses actually paid by Investor 
or its partners in connection with efforts to consummate the 
Investment, including the negotiation and preparation of 
documents necessary or appropriate to consummate the Investment, 
and including, without limitation, legal, investment banking, 
appraisal, accounting and other similar professional fees 
(collectively, the "Expenses").  Notwithstanding the preceding 
sentence, the aggregate of the Expenses reimbursable in full to 
Investor and its partners pursuant to this Agreement shall not 
exceed (i) 550,000 for the period prior to March 1, 1994 or (ii) 
$300,000 for any calendar month commencing on or after March 1, 
1994; provided, that any unused portion of such $300,000 amount 
for any month shall accumulate and be carried forward and be 
available in any subsequent month to reimburse any Expenses.  No 
inference shall be drawn that the limitations set forth in the 
preceding sentence are indicative of a reasonable level of 
expenses.

		 (b) In the event this Agreement is terminated pursuant 
to Section 20(a) (other than pursuant to clause (iv)(B) thereof) 
or pursuant to Section 20(c) for any reason, the Company shall 
pay to Investor, within 15 days of such termination but subject 
to paragraph (f) below, all Expenses not previously reimbursed 
under paragraph (a) above without regard to the limitations set 
forth in the second sentence of such paragraph (a).    

		(c)     Upon the Effective Date, the Company shall pay to 
Investor all Expenses not previously reimbursed under paragraph 
(a) above subject only to the limitation set forth in clause (i) 
of the second sentence of such paragraph (a).    

		(d)     Except to the extent otherwise provided herein, the 
Expenses payable under this Agreement by the Company shall not be 
subject to any offset, return, recoupment or counterclaim and 
shall be an allowed administrative expense under Section 
507(a)(1) of the Bankruptcy Code.

		(e)     The Company and Investor agree that the Expenses 
payable hereunder are commercially reasonable and necessary to 
induce Investor to continue pursuing and to attempt to consummate 
the transactions contemplated by the Investment Agreement.  The 
Company shall use all commercially reasonable efforts, and 
endeavor in good faith and without unreasonable delay, to obtain 
Bankruptcy Court approval of all Expenses payable to Investor in 
accordance with paragraph (a), (b) or (c) above.

		(f)     Notwithstanding any provision of this Agreement to 
the contrary, the Company shall have no obligation under this 
Agreement to pay, or reimburse Investor or any other Person for, 
any Expenses unless specifically approved by the Bankruptcy 
Court. 

		SECTION 3.      Additional Payments.  If (i) this Agreement 
is terminated in accordance with the provisions of Section 
20(a)(v) or (ii) a competing plan of reorganization proposed by 
another party in interest (excluding any Affiliate of Investor) 
is confirmed by the Bankruptcy Court and Investor has not 
previously terminated this Agreement or breached any of its 
obligations hereunder or under the Investment Agreement in any 
material respect, then Investor shall be entitled, on a 
substantial contribution basis consistent with 11 U.S.C. Sect. 503(b), 
to seek recovery of an additional amount (not to exceed 
$4,000,000) as reasonable compensation for Investor's actions in 
connection with the Investment and the benefits it provided to 
the Company and its constituents in connection therewith and with 
the Company's bankruptcy proceedings; provided, however, that 
making the proposed Investment will not, in and of itself, 
entitle Investor to any additional payment.  Notwithstanding the 
termination of this Agreement as aforesaid, the Company agrees 
(i) to cooperate in good faith as reasonably requested by 
Investor in obtaining Bankruptcy Court approval of any additional 
amount sought by Investor as contemplated by the preceding 
sentence and (ii) in the event such approval is obtained, to 
promptly pay the amount so approved by the Bankruptcy Court to 
Investor without offset.  Any such additional amount so approved 
by the Bankruptcy Court shall be an allowed administrative 
expense under Section 507(a)(1) of the Bankruptcy Code.

		SECTION 4.  Interim Period.  The Company covenants as 
follows with respect to the period prior to the earlier of (a) 
the Effective Date and (b) the termination of this Agreement:

		4.1.    The Company shall use all commercially reasonable 
efforts and shall take all actions reasonably necessary or 
appropriate to preserve the value of the business, assets and 
goodwill of the Company and to operate the business of the 
Company in the ordinary and normal course consistent in all 
material respects with prior practices.

		4.2.    Except as expressly permitted hereunder or with the 
written consent of Investor (which consent shall not be 
unreasonably withheld or delayed), the Company (a) shall not 
implement any material changes to the operation of its business 
(such as material route deletions, transfers of international 
route authorities, material changes in marketing or advertising, 
or abandoning material franchises); (b) shall not enter into any 
new material contracts (such as labor union contracts and 
employment contracts) or amend, modify or terminate any such 
contracts, or waive any of its material rights thereunder; and 
(c) shall not modify its business plans or budgets in any 
material respect; provided, however, that nothing in this 
Agreement shall be construed to prohibit the Company from taking 
any of the following actions (collectively, the "Permitted 
Transactions"), none of which will be deemed to be a Prohibited 
Transaction:

		(i)     entering into any material modification of any 
existing leases, loan agreements and/or security agreements 
provided that the Company will obtain the approval of 
Investor (which approval shall not be unreasonably withheld 
or delayed) before entering into any such modification; 

		(ii)    renewing or extending existing contracts for 
products and services, or entering into replacement 
contracts for such products and services, in the ordinary 
course of business and upon terms and conditions available 
in the market place in arms'-length transactions with non-
affiliates; 

		(iii)   entering into agreements with respect to 11 
leased aircraft which provide in August 1994 for reset of 
lease rentals (as heretofore stipulated in the Bankruptcy 
Court and as described in Plan R-2) to the higher of the 
current rate and fair market rental value; 

		(iv)    entering into a 3-year lease agreement, on terms 
currently available, for a Boeing 757-200 aircraft in 
replacement of an A-320 aircraft to be returned in April 
1994;  

		(v)     selling to AVSA, S.A.R.L. or its affiliates surplus 
A-320 parts for approximately $1.3 million, with the 
proceeds thereof to be applied against amounts due to AVSA, 
S.A.R.L. or its affiliates under existing spare parts 
agreements with the Company;

		(vi)    entering into a $12.8 million settlement with the 
Internal Revenue Service relating to certain priority tax 
claims for pre-petition transportation taxes, with 
approximately $1 million of the settlement amount payable 
prior to the Effective Date  and the balance payable after 
the Effective Date  in accordance with the provisions of the 
Bankruptcy Code;

		(vii)   entering into one or more settlement agreements 
with taxing authorities relating to certain priority tax 
claims for prepetition ad valorem taxes as contemplated by 
Plan R-2, provided that the Company will not be permitted to 
enter into settlement agreements pursuant to this clause 
(vii) for more than $11.5 million without the prior consent 
of Investor;

		(viii)  extending the Company's existing approximately 
$83.6 debtor-in-possession loan ("Present DIP Financing") 
through December 31, 1994, provided that at no time will the 
principal amount of the Present DIP Financing, together with 
any other loan for similar purposes, including any renewal, 
extension, modification or replacement thereof, exceed $83.6 
million; 

		(ix)    extending the terms of the existing leases between 
the Company and Canadian Airlines covering three Boeing 737-
200 aircraft as contemplated by Plan R-2 but in no event at 
rentals greater than as currently provided for in such 
leases;

		(x)     entering into an employment contract with the 
individual to be hired by the Company to fill the vacancy 
created by the resignation of the Company's Senior Vice 
President - Operations;

		(xi)    entering into a settlement agreement or stipulation 
with International Aero Engines relating to the terms under 
which the Company will exercise its existing purchase option 
for one aircraft engine currently held by the Company under 
lease, provided that the Company will consult with Investor 
before entering into any such settlement agreement or 
stipulation;

		(xii)   consummating the "Real Property Consolidation 
Project" initiated in 1993 with the approval of the 
Bankruptcy Court; 

		(xiii)  making the capital expenditures contemplated by 
Plan R-2, provided that the Company shall consult with 
Investor before making any such capital expenditure in 
excess of $250,000;

		(xiv)   selling or otherwise disposing of surplus assets 
within the limits specified in the Present DIP Financing; 

		(xv)    implementing increases in employee compensation 
through 1995 as contemplated by Plan R-2, provided that the 
Company will consult with Investor before implementing any 
such increases;  

		(xvi)   issuing common stock of the Company upon the 
exercise of options or conversion rights under securities of 
the Company currently outstanding;

		(xvii)  paying and/or compromising administrative claims 
as contemplated by Plan R-2; or

		(xviii) negotiating a collective bargaining agreement 
with the International Air Line Pilots Association on behalf 
of the Company's flight deck crew members pursuant to the 
Railway Labor Act, as amended, provided that the terms, 
conditions and provisions of such collective bargaining 
agreement shall be subject to the approval of Investor 
(which approval shall not be unreasonably withheld or 
delayed).  It is understood and agreed that Investor's 
approval of the matters set forth in this clause (xviii) is 
without prejudice to the position of any party regarding 
whether such approval is or is not in conformity with the 
provisions of the Railway Labor Act, as amended.

		4.3.    The Company shall provide Investor and its 
Representatives (as hereinafter defined) with full access to all 
the Company data reasonably requested by them, with reasonable 
access to the Company officers and with full opportunity to 
complete an investigation of the Company's business and assets 
and shall keep Investor fully informed in reasonable detail and 
with all reasonable promptness regarding (i) negotiations with 
its creditors, employees, labor unions and other interested 
parties in the Company's bankruptcy case; (ii) the nature of, and 
any material changes to, its condition (financial or other), 
business, assets, liabilities (including contingencies), 
properties, prospects (including forecasts and projections), net 
worth, working capital, results of operations and cash flows; and 
(iii) the nature of any material actions to be taken or omitted 
by the Company with respect to any environmental claim or 
threatened claim, proceedings or notifications and all known 
material instances of noncompliance with environmental laws.

		4.4.    The Company shall provide Investor with reports that 
include a comparison of actual operating performance with the 
Projections and Monthly Targets, in form and substance reasonably 
satisfactory to Investor, on a monthly basis no later than 30 
days after the end of each month or daily basis not less than the 
end of the business day following each day, as appropriate.

		4.5.    The Company will promptly advise Investor, and 
(other than with respect to actions respecting environmental 
concerns and actions which are disclosed in Plan R-2) will afford 
Investor with reasonable and timely opportunities to consult (as 
deemed appropriate by Investor), regarding any material actions 
to be taken or omitted by the Company with respect to the 
proceedings in the Bankruptcy Court or with respect to any 
material changes in its charter or bylaws, material capital 
commitments, material capital expenditures, material financing 
transactions (including renegotiations or other modifications to 
existing material debt, credit or lease liabilities or 
arrangements, material purchases or sales of assets, material 
contracts or material litigation); provided, however, that, 
notwithstanding anything else in this Agreement, ultimate control 
of the business of the Company shall remain exclusively with the 
Company until the Effective Date.

		4.6.    As soon as practicable, the Company and Investor 
will make, and cooperate in making, all filings, applications, 
requests for consents or similar authorizations for Regulatory 
Approvals; provided that the Company and Investor each agrees to 
make such filings and request any such Regulatory Approvals 
required on its part by the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976, as amended, or from the United States 
Department of Transportation no later than May 15, 1994.  

		SECTION 5.  Cooperation.  (a) The Company shall use all 
commercially reasonable efforts and endeavor in good faith and 
without unreasonable delay (i) to develop with Investor and 
jointly file a Plan consistent with the provisions of the 
Investment Agreement, (ii) to obtain the order described in 
Section 16, (iii) to obtain the Disclosure Statement Order, (iv) 
to obtain the Confirmation Order and (v) subject to the entry of 
the Confirmation Order, to consummate the transactions 
contemplated by the Investment Agreement and the Related 
Agreements, all within the respective time periods set forth in 
the Investment Agreement.  Investor agrees to cooperate in good 
faith as reasonably requested by the Company in performing the 
obligations in the preceding sentence.  

		(b)     The Company shall consult and coordinate with 
Investor with respect to all material filings, hearings and other 
proceedings in the Bankruptcy Court, including, without 
limitation, those that are pertinent (i) to the Company's 
performance of its obligations under the Investment Agreement, 
this Agreement and the Related Agreements, or to the satisfaction 
of the conditions to the consummation of the transactions 
contemplated hereby or thereby or (ii) to the entry of the orders 
described above.  Such consultation and coordination shall 
include providing Investor with reasonable opportunity to review 
and comment on all significant drafts of the Plan and the 
disclosure statement accompanying the Plan (the "Disclosure 
Statement").  

		(c)     Anything in this Agreement or elsewhere to the 
contrary notwithstanding, neither the refusal or failure of the 
Bankruptcy Court to enter the Disclosure Statement Order or the 
Confirmation Order nor the confirmation of a plan of 
reorganization relating to the Company (other than the Plan) 
shall constitute a breach of this Agreement or the Investment 
Agreement by either party except to the extent that such refusal 
or failure resulted primarily from the breach by such party of 
one or more of its obligations under this Agreement. 

		SECTION 6.  Public Announcements.  Unless otherwise 
mutually agreed, neither party hereto shall make or authorize any 
public release of information regarding the matters contemplated 
by this Agreement, the Investment Agreement and any Related 
Agreement except (i) that a press release or press releases in 
mutually agreed-upon form shall be issued by the parties as 
promptly as is practicable following the execution of this 
Agreement, (ii) that the parties may communicate with employees, 
creditors and other parties in interest in the Company's 
bankruptcy case, customers, suppliers, stockholders, bondholders, 
lenders, lessors, regulatory authorities, analysts, stock 
exchanges and other particular groups including prospective 
lenders and investor groups, as may be necessary or appropriate 
and not inconsistent with the provisions of Section 1 and the 
prompt consummation of the transactions contemplated by this 
Agreement, the Investment Agreement and any Related Agreement, it 
being understood that each party hereto will keep the other 
reasonably informed with respect to such communications which are 
material and not confidential and (iii) as either party on advice 
of legal counsel shall reasonably deem necessary in complying 
with applicable law.  

		SECTION 7.  Confidentiality.  (a) Neither party (the 
"Recipient") will in any manner, directly or indirectly, disclose 
in whole or in part, any confidential or proprietary information 
(including, without limitation, information concerning the 
Alliance Agreements) of the other party (the "Protected Party") 
that comes, or has come, into the possession of the Recipient in 
connection with the transactions contemplated hereby (the 
"Confidential Information") to any Person or use such 
Confidential Information for commercial gain or competitive 
advantages or in any way detrimental to the Protected Party; 
provided, however, that Confidential Information may be disclosed 
to Representatives (as defined below) of the Recipient, to any 
prospective investor in the Contemplated Securities or to any 
prospective lender to Investor or the Company who needs to know 
the Confidential Information for purposes of participating in or 
financing the transactions contemplated hereby, it being 
understood that all such Representatives will be advised by the 
Recipient of the confidential nature of such Confidential 
Information and that, by receiving such Confidential Information, 
they are agreeing to be bound by this Section.  The Company and 
Investor shall use their commercially reasonable efforts to 
assure that their respective Representatives adhere to the terms 
of this Section.  

		(b)     As used herein with respect to any Person, the term 
"Representative" shall include (i) any and all officers, 
directors, employees, affiliates, agents, partners and 
representatives of such Person,  (ii) all lawyers, financial 
advisers, appraisers, accountants, other professionals or 
consultants (and their respective officers, directors, employees, 
affiliates, agents, partners and representatives) engaged by such 
Person and (iii) any prospective purchaser of any Contemplated 
Securities and any prospective lender that is considering making 
a loan to the Company or Investor to assist in the consummation 
of the transactions contemplated hereby, by the Investment 
Agreement or by the Related Agreements and their respective 
lawyers, financial advisers, appraisers, accountants, other 
professionals or consultants (and their respective officers, 
directors, employees, affiliates, agents, partners and 
representatives) engaged by such prospective purchaser or lender.  

		(c)     The Recipient shall not be obligated to maintain any 
Confidential Information in confidence to the extent that (i) the 
Confidential Information is or becomes public knowledge other 
than through the breach by the Recipient of this Section or any 
other similar agreement binding on the Recipient, (ii) the 
Confidential Information is or becomes available on an 
unrestricted basis to the Recipient from a source other than the 
Protected Party (or its Representatives), or (iii) the 
Confidential Information is required to be disclosed pursuant to 
court order or government action.  

		(d)     Upon termination of this Agreement (i) if requested 
by the Company, and if no dispute between Investor and the 
Company or any other Person is pending or in the reasonable 
judgment of Investor foreseeable, Investor will destroy all 
Confidential Information (including any analyses or reports that 
incorporate any Confidential Information) in its possession 
relating to the Company and shall certify such destruction and 
(ii) if requested by Investor, and if no dispute between Investor 
or any other Person and the Company is pending or in the 
reasonable judgment of the Company foreseeable, the Company will 
destroy all Confidential Information (including any analyses or 
reports that incorporate any Confidential Information) in its 
possession relating to Investor and shall certify such 
destruction.  

		(e)     The foregoing provisions of this Section shall not 
apply to any partner of Investor if and to the extent such 
provisions are inconsistent with any written agreement relating 
to the subject matter of this Section between the Company and 
such partner.

		(f)     The Company shall, upon the request of the 
Creditors' Committee or Equity Committee, provide such Committee 
with copies of the Confidential Information which is provided to 
and/or by Investor pursuant to the provisions of this Agreement, 
the Investment Agreement and the Related Agreements following 
receipt from such Committee and each of its Representatives who 
will have access to such Confidential Information of a written 
confidentiality agreement which contains provisions which provide 
the Company and Investor protection for such Confidential 
Information at least equivalent, in all material respects, to 
that provided pursuant to this Section 7 and which contains other 
terms and conditions which are reasonably required by the Company 
and Investor.  

		(g)     This  Section shall survive termination of this 
Agreement.  

		SECTION 8.  Liability.  Notwithstanding any provision 
hereof or in the Investment Agreement (or any implication of such 
provision) to the contrary, it is expressly agreed that:

		8.1.    Investor and its permitted assigns (including any 
affiliate, partner, agent, advisor or Representative 
thereof) shall not have nor be under any liability of any 
nature whatsoever to the Company, the estate of the Company, 
any trustee, any committee of creditors or of equity 
security holders or any party in interest in the bankruptcy 
case concerning the Company, nor to any other Person 
whatsoever, arising out of or in any manner connected with 
this Agreement, the Investment Agreement or any Related 
Agreement, or any actions, inactions or omissions in any 
manner relating hereto or thereto or to any actions or 
transactions contemplated hereby or thereby, whether 
occurring prior to or after the date hereof, except to the 
extent that Investor is liable to the Company for damages 
which are found in a final judgment by a court of competent 
jurisdiction to have resulted from (i) any material breach 
by Investor of an express obligation or undertaking 
contained in this Agreement, the Investment Agreement or any 
Related Agreement or any material breach (as of the date 
made) by Investor of an express representation or warranty 
contained in this Agreement, the Investment Agreement or any 
Related Agreement or for any act of bad faith or willful or 
deliberate wrongdoing by Investor, which bad faith, breach 
or wrongdoing is not discontinued or remedied promptly (and 
in any event within seven days) after written notice thereof 
specifying the same in reasonable detail from the Company or 
(ii) any untrue statement or alleged untrue statement of a 
material fact contained in the Disclosure Statement or in 
any offering document pursuant to which any or all of the 
securities of the Company in connection with and as part of 
the transactions contemplated by the Agreements (the 
"Contemplated Securities") may be placed or offered or the 
omission or alleged omission to state  therein a material 
fact required to be stated therein or necessary to make the 
statements therein not misleading, in each case to the 
extent, but only to the extent, that such untrue statement 
or alleged untrue statement or omission or alleged omission 
was made in such offering document in reliance upon and in 
conformity with written information furnished by Investor or 
any of its partners specifically for inclusion therein or 
(iii) any action or inaction in respect of which the Company 
is entitled to indemnification under Section 9.

		8.2.    The Company and its permitted assigns (including any 
affiliate, stockholder, director, officer, agent, advisor or 
Representative thereof) shall not have nor be under any 
liability of any nature whatsoever to Investor or any of its 
partners or affiliates, nor to any other Person whatsoever, 
arising out of or in any manner connected with this 
Agreement, the Investment Agreement or any Related 
Agreement, or any actions, inactions or omissions in any 
manner relating hereto or thereto or to any actions or 
transactions contemplated hereby or thereby, whether 
occurring prior to or after the date hereof, except to the 
extent that the Company is liable to Investor for damages 
which are found in a final judgment by a court of competent 
jurisdiction to have resulted from (i) any material breach 
by the Company of an express obligation or undertaking 
contained in this Agreement, the Investment Agreement or any 
Related Agreement or any material breach (as of the date 
made) by the Company of an express representation or 
warranty contained in this Agreement, the Investment 
Agreement or any Related Agreement or for any act of bad 
faith or willful or deliberate wrongdoing by the Company, 
which bad faith, breach or wrongdoing is not discontinued or 
remedied promptly (and in any event within seven days) after 
written notice thereof specifying the same in reasonable 
detail from Investor or (ii) any untrue statement or alleged 
untrue statement of a material fact contained in the 
Disclosure Statement or in any offering document pursuant to 
which any or all of the Contemplated Securities may be 
placed or offered or the omission or alleged omission to 
state  therein a material fact required to be stated therein 
or necessary to make the statements therein not misleading, 
except to the extent, but only to the extent, that such 
untrue statement or alleged untrue statement or omission or 
alleged omission was made in such offering document in 
reliance upon and in conformity with written information 
furnished by Investor or any of its partners specifically 
for inclusion therein or (iii) any action or inaction in 
respect of which Investor is entitled to indemnification 
under Section 9.

		8.3.    No partner or assignee of the Investor shall have or 
be under any liability by reason of any negligence or 
asserted negligence or any material breach or willful or 
deliberate wrongdoing of any other partner or assignee of 
Investor.  

		8.4.    No consequential, exemplary or punitive damages 
shall under any circumstances be recoverable against 
Investor, the Company or any other Indemnified Party (as 
defined in Section 9) in respect of any claim relating to 
this Agreement or the Investment Agreement or in connection 
with the consummation of or any failure to consummate the 
transactions contemplated hereby or thereby.

		8.5.    If Investor seeks Bankruptcy Court approval of an 
additional amount as contemplated by Section 3 and if such 
additional amount is approved by the Bankruptcy Court and 
paid to Investor by the Company, such payment shall be in 
full satisfaction of any and all claims (other than for 
Expense reimbursement under Section 2 and for 
indemnification under Section 9) that Investor shall have 
against the Company.

		8.6.    In no event will Investor seek to recover damages 
against the Company, nor will the Company be liable under 
any circumstances for, more than $4,000,000 (less any amount 
paid to Investor pursuant to Section 3) in damages on 
account of any breach, misconduct or bad faith on the part 
of the Company or any other Person relating to this 
Agreement or the Investment Agreement or any of the 
transactions contemplated hereby or thereby.  Nothing in 
this Agreement or elsewhere shall be construed to be an 
admission by the Company that Investor is or shall be 
entitled under any circumstances to recover any amount of 
damages from the Company.

		SECTION 9. Indemnity.  

		9.1.    As used herein:  

			(a)     "Losses" means (i)  in the case of any Investor 
Indemnified Party, any and all losses, claims, damages, 
liabilities, fines, fees, penalties, deficiencies and 
expenses  (including, but not limited to, interest, 
court costs, fees and expenses of attorneys, 
accountants, and other experts or other expenses of 
litigation or other proceedings or of any claim, default 
or assessment) incurred by such Investor Indemnified 
Party as a result of any third party claim asserted 
against such Investor Indemnified Party on account of 
any breach of any representation or warranty of the 
Company contained in this Agreement, the Investment 
Agreement or any Related Agreement, or any breach or 
alleged breach of any of the Company's covenants or 
obligations contained herein or therein and (ii) in the 
case of any Company Indemnified Party, any and all 
losses, claims, damages, liabilities, fines, fees, 
penalties, deficiencies and expenses  (including, but 
not limited to, interest, court costs, fees and expenses 
of attorneys, accountants, and other experts or other 
expenses of litigation or other proceedings or of any 
claim, default or assessment) incurred by such Company 
Indemnified Party as a result of any third party claim 
asserted against such Company Indemnified Party on 
account of any breach or alleged breach of any 
representation or warranty of Investor contained in this 
Agreement, the Investment Agreement or any Related 
Agreement, or any breach or alleged breach of any of 
Investor's covenants or obligations contained herein or 
therein.

			(b)     "Investor Indemnified Party" means Investor or 
any of its partners, assignees, affiliates, controlling 
persons or employees.

			(c)     "Company Indemnified Party" means  the Company 
or any of its partners, assignees, affiliates, 
controlling persons, directors or employees.

			(d)     "Indemnified Party" means a Company Indemnified 
Party or an Investor Indemnified Party, as the case may 
be.

			(e)     "Indemnifying Party" means the Company or 
Investor, as the case may be.

		9.2.    Subject to Section 9.4 and to Section 3(e), the 
Company agrees to indemnify each Investor Indemnified Party 
from and against any and all Losses incurred by such 
Investor Indemnified Party, whether prior to or after the 
date hereof.

		9.3.    Subject to Section 9.5, Investor agrees to indemnify 
each Company Indemnified Party from and against any and all 
Losses incurred by such Company Indemnified Party, whether 
prior to or after the date hereof.
.
		9.4.    The Company will not be liable under  this Section 9 
for Losses which consist of Expenses covered by Section 2 
(which Expenses shall only be payable in the manner and 
subject to the limitations set forth in Sections 2 and 3), 
nor shall the Company be liable to any Investor Indemnified 
Party to the extent that any Loss is found in a final 
judgment by a court of competent jurisdiction to have 
resulted from (i) any breach by such Investor Indemnified 
Party of an express obligation or undertaking pursuant to 
this Agreement, the Investment Agreement or any of the 
Related Agreements or any act of bad faith or willful or 
deliberate wrongdoing by such Investor Indemnified Party, 
which bad faith, breach or wrongdoing is not discontinued or 
remedied promptly (and in any event within seven days) after 
written notice thereof specifying the same in reasonable 
detail from the Company or (ii) any untrue statement or 
alleged untrue statement of a material fact contained in any 
offering document pursuant to which any or all of the 
Contemplated Securities may be placed or offered or the 
omission or alleged omission to state therein a material 
fact required to be stated therein or necessary to make the 
statements therein not misleading if, and to the extent 
that, such untrue statement or alleged untrue statement or 
omission or alleged omission was made in such offering 
document in reliance upon and in strict conformity with 
written information furnished by such Investor Indemnified 
Party specifically for inclusion therein, or (iii)Investment 
losses in respect of the Contemplated Securities incurred by 
such Investor Indemnified Party.

		9.5.    Investor will not be liable under this Section 9 to 
any Company Indemnified Party to the extent that any Loss is 
found in a final judgment by a court of competent 
jurisdiction to have resulted from (i) any breach by such 
Company Indemnified Party of an express obligation or 
undertaking pursuant to this Agreement, the Investment 
Agreement or any of the Related Agreements or any act of bad 
faith or willful or deliberate wrongdoing by such Company 
Indemnified Party, which bad faith, breach or wrongdoing is 
not discontinued or remedied promptly (and in any event 
within seven days) after written notice thereof specifying 
the same in reasonable detail from Investor or (ii) any 
untrue statement or alleged untrue statement of a material 
fact contained in any offering document pursuant to which 
any or all of the Contemplated Securities may be placed or 
offered or the omission or alleged omission to state therein 
a material fact required to be stated therein or necessary 
to make the statements therein not misleading, except to the 
extent, but only to the extent, that such untrue statement 
or alleged untrue statement or omission or alleged omission 
was made in such offering document in reliance upon and in 
strict conformity with written information furnished by such 
Investor Indemnified Party specifically for inclusion 
therein or (iii)Investment losses in respect of the 
Contemplated Securities incurred by such Company Indemnified 
Party.

		9.6.    If the indemnification of an Indemnified Party 
provided for in this Section 9 is for any reason held 
unenforceable, the Indemnifying Party agrees to contribute 
to the Losses for which such indemnification is held 
unenforceable (x) in such proportion as is appropriate to 
reflect the relative benefits or proposed benefits to the 
Indemnifying Party, on the one hand, and such Indemnified 
Party, on the other hand, of the Agreements (whether or not 
the Agreements are entered into and whether or not any  
transaction or action pursuant thereto is consummated) or 
(y) if (but only if) the allocation provided for in clause 
(x) is for any reason held unenforceable, in such proportion 
as is appropriate to reflect not only the relative benefits 
referred to in clause (x) but also the relative fault of the 
Indemnifying Party, on the one hand, and such Indemnified 
Party, on the other hand, as well as any other relevant 
equitable considerations.  The Indemnifying Party agrees 
that for the purposes of this paragraph, the relative 
benefits or proposed benefits to the Indemnifying Party and 
such Indemnified Party of the Agreements shall be deemed to 
be in the same proportion that the total value paid or 
issued to, or to be paid or issued to, the Indemnifying 
Party, its creditors or its security holders, as the case 
may be, as a result of or in connection with the Agreements 
bears to the amount received by such Indemnified Party 
pursuant to the Agreements (whether in the form of fees paid 
to such Indemnified Party or the reimbursement of expenses 
provided by the Indemnified Party to such Party).

		9.7.    Without the Indemnified Party's prior written 
consent (which consent shall not be unreasonably withheld), 
no Indemnifying Party will settle, compromise or consent to 
the entry of any judgment in any pending or threatened 
claim, action or proceeding in respect of which 
indemnification could reasonably be expected to be sought 
against such Indemnifying Party by such Indemnified Party 
under this Section 9 (whether or not such Indemnified Party 
is an actual party to such claims, action or proceeding), 
unless such settlement, compromise or consent includes an 
unconditional release of such Indemnified Party from all 
liability arising out of such claim, action or proceeding.

		9.8.    The provisions herein in respect of any Indemnified 
Party shall not be affected, or the obligations of the 
Indemnifying Party hereunder as to any Indemnified Party in 
any manner reduced or limited, by any action, inaction, 
omission, breach or default of any Person (other than of 
such Indemnified Party and its officers, directors, 
employees, agents, advisors, Representatives and controlling 
Persons), but then only to the extent provided hereby.

		9.9.    Without the prior written consent of the 
Indemnifying Party (which consent shall not be unreasonably 
withheld), no Indemnified Party shall settle, compromise or 
consent to the entry of any judgment in any pending or 
threatened claim, action or proceeding in respect of which 
indemnification from the Indemnifying Party could reasonably 
be expected to be sought by such Indemnified Party under 
this Section 9 unless such Indemnified Party unconditionally 
releases the Indemnifying Party from any and all 
indemnification obligations to it arising out of such claim, 
action or proceeding.

		9.10.   Promptly after any Indemnified Party becomes 
aware of the existence of facts or other information which 
could reasonably be expected to give rise to a claim by such 
Indemnified Party for indemnification under this Section 9, 
such Indemnified Party will provide written notice thereof 
to the Indemnifying Party describing such facts and other 
information in reasonable detail.  The failure of an 
Indemnified Party to give notice in the manner and at the 
time provided herein shall not relieve the Indemnifying 
Party of its obligations under this Section 9, except to the 
extent that the Indemnifying Party actually is prejudiced in 
any material respect by such failure to give notice.  Any 
notice given the Indemnifying Party pursuant to this Section 
9.10 shall contain a statement to the effect that the 
Indemnified Party giving such notice is making or may in the 
future make a claim pursuant to and a formal demand for 
indemnification under this Section 9.  

		9.11.   Upon the commencement of any claim, action or 
proceeding in respect of which indemnification could be 
sought by an Indemnified Party under this Section 9, the 
Indemnifying Party shall have the right, with counsel 
selected by it (which counsel shall be reasonably 
satisfactory to the Indemnified Party), to assume the 
defense of such claim, action or proceeding and the 
Indemnified Party shall cooperate with the Indemnifying 
Party, at the sole cost and expense of the Indemnifying 
Party, in connection with such defense.  In the event that 
the Indemnifying Party selects counsel to defend any claim, 
action or proceeding in respect of which indemnification 
could be sought by any Indemnified Party under this Section 
9 and such counsel determines (or such Indemnified Party 
reasonably determines) that issues exist with respect to 
such claim, action or proceeding which give rise to a 
conflict between the interests of the Indemnifying Party and 
such Indemnified Party, then such Indemnified Party shall be 
entitled, at the Company's expense, to retain separate 
counsel regarding such issues.

		SECTION 10.   Assignment of this Agreement.  This 
Agreement shall be binding upon and shall inure to the benefit of 
the parties to this Agreement and their successors and permitted 
assigns without limitation.  Neither this Agreement nor any of 
the rights and obligations of any party to this Agreement may be 
assigned without the consent of the other party hereto; provided, 
however, that Investor may assign any or all of its rights under 
this Agreement to any partner, affiliate, related party, or 
representative of Investor or to any fund or account managed or 
advised by Fidelity Management Trust Company or any of its 
affiliates.  No such assignment shall relieve either party hereto 
of any obligations hereunder, under the Investment Agreement or 
under any Related Agreement.  

		SECTION 11.  Notices.  All notices required to be given 
under this Agreement shall be in writing (including 
telecommunication transmission), shall be effective when received 
and shall be addressed as follows:

		If to the Company:

			America West Airlines, Inc.
			4000 East Sky Harbor Boulevard
			Phoenix, Arizona  85034
			Attention:      W. A. Franke and Martin J. Whalen
			Fax Number:  (602) 693-5904

			with a copy to:

			LeBoeuf, Lamb, Greene & MacRae
			633 17th Street, Suite 2800
			Denver, Colorado  80202
			Attention:  Carl A. Eklund
			Fax Number:  (303) 297-0422

			and a copy to:

			Andrews & Kurth, L.L.P.
			4200 Texas Commerce Tower 
			Houston, Texas  77002
			Attention:  David G. Elkins
			Fax Number:  (713) 220-4285

		and a copy to:

		Lord, Bissell and Brook
		115 South LaSalle Street
		Chicago, Illinois 60603
		Attention: Benjamin Waisbren
		Fax Number:  (312) 443-0336

		and a copy to:

		Murphy, Weir & Butler
		101 California Street, 39th Floor
		San Francisco, California  94111
		Attention:  Patrick A. Murphy
		Fax Number:  (415) 421-7879

		If to Investor:

			AmWest Partners, L.P.
			201 Main Street, Suite 2420
			Fort Worth, Texas  76102
			Attention:  James G. Coulter
			Fax Number:  (817)  338-2064

			with a copy to:

			Arnold & Porter
			1200 New Hampshire Ave., N.W.
			Washington, D.C.  20036
			Attention:  Richard P. Schifter
			Fax Number:  (202) 872-6720

			and a copy to:

			Jones, Day, Reavis & Pogue
			North Point
			901 Lakeside Avenue
			Cleveland, Ohio  44114
			Attention:  Lyle G. Ganske
			Fax Number:  (216)  586-7864

			and a copy to:

			Lord Bissell and Brook
			115 South LaSalle Street
			Chicago, IL  60603
			Attention: Benjamin Waisbren
			Fax Number: (312) 443-0336

		and a copy to:

		Murphy, Weir & Butler
		101 California Street, 39th Floor
		San Francisco, California  94111
		Attention:  Patrick A. Murphy
		Fax Number:  (415) 421-7879

			and a copy to:

			Goodwin, Procter & Hoar
			Exchange Place
			Boston, MA  02109
			Attention:  Laura Hodges Taylor, P.C.
			Fax Number:  (617)  523-1231

or to such other address as either party hereto may designate to 
the other party to this Agreement in accordance with this 
Section.  

		SECTION 12.  Counterparts.  This Agreement may be 
executed in one or more counterparts and by telecopy, each of 
which shall be deemed to constitute an original and all of which 
shall be considered one and the same instrument.  With respect to 
signatures transmitted by telecopy, upon request by either party 
to the other party, an original signature of such other party 
shall promptly be substituted for its facsimile.  

		SECTION 13.  Entire Agreement.  This Agreement sets 
forth the entire agreement and understanding of the parties with 
respect to the subject matter of this Agreement and, except as 
otherwise set forth herein, supersedes all prior agreements and 
understandings with respect to the subject matter thereof 
(including, without limitation, the Expense Reimbursement 
Agreement previously entered into by the Company and Investor but 
excluding any existing confidentiality agreement between the 
Company and any Affiliate of Investor).  This Agreement may only 
be amended, supplemented or modified by a written instrument 
signed by authorized representatives of each of the parties 
hereto.  

		SECTION 14.  Governing Law, etc.  Except to the extent 
inconsistent with the Bankruptcy Code, this Agreement shall be 
governed by and construed in accordance with the laws of the 
State of Arizona, without reference to principles of choice or 
conflicts of laws under which the law of any other jurisdiction 
would apply.  

		SECTION 15.  Invalid Provisions.  If any provision of 
this Agreement is held to be illegal, invalid or unenforceable 
under any present or future laws, rules or regulations, and if 
the rights or obligations of Investor and the Company under this 
Agreement will not be materially and adversely affected thereby, 
(a) such provision will be fully severable, (b)this Agreement 
will be construed and enforced as if such illegal, invalid or 
unenforceable provision had never comprised a part hereof, (c)the 
remaining provisions of this Agreement will remain in full force 
and effect and will not be affected by the illegal, invalid or 
unenforceable provision or by its severance herefrom and (d)in 
lieu of such illegal, invalid or unenforceable provision, there 
will be added automatically as a part of this Agreement a legal, 
valid and enforceable provision as similar in terms of such 
illegal, invalid or unenforceable provision as may be possible.  
If the rights and obligations of Investor or the Company will be 
materially and adversely affected by any such provision held to 
be illegal, invalid or unenforceable, then unless such provision 
is waived in writing by the affected party in its sole 
discretion, this Agreement shall be null and void.  

		SECTION 16. Bankruptcy Court Approval.  This Agreement 
shall not become effective for any purpose unless and until the 
Bankruptcy Court shall have entered an order approving this 
Agreement.

		SECTION 17.  Jurisdiction of Bankruptcy Court.  The 
parties agree that the Bankruptcy Court shall have and retain 
jurisdiction to enforce and construe the provisions of this 
Agreement.  

		SECTION 18. No Third Party Beneficiary.  This Agreement 
and the Investment Agreement are made solely for the benefit of 
the Company and Investor and their respective permitted 
assignees, and no other Person (including, without limitation, 
employees, shareholders and creditors of the Company) shall have 
any right, claim or cause of action under or by virtue of this 
Agreement or the Investment Agreement, except to the extent such 
Person is entitled to expense reimbursement pursuant to this 
Agreement or may assert a claim for indemnity pursuant to this 
Agreement.

		SECTION 19.  Interpretation.  In this Agreement, unless 
a contrary intention appears, (i) the words "herein", "hereof" 
and "hereunder" and other words of similar import refer to this 
Agreement as a whole and not to any particular Section or other 
subdivision and (ii) reference to any Section means such Section 
hereof.  The Section headings herein are for convenience only and 
shall not affect the construction hereof.  No provision of this 
Agreement shall be interpreted or construed against either party 
solely because such party or its legal representative drafted 
such provision.  Capitalized terms used herein without definition 
shall have the meanings assigned to them in the Investment 
Agreement unless otherwise provided or the context otherwise 
requires.

		SECTION 20.  Termination.  (a) Anything herein or 
elsewhere to the contrary notwithstanding, this Agreement and the 
Investment Agreement may be terminated at any time prior to the 
Effective Date:

		(i)     by mutual consent of Investor and the Company;

		(ii)    by either Investor or the Company if a domestic 
court of competent jurisdiction or a domestic Regulatory 
Authority of competent jurisdiction shall have issued an 
order, decree or ruling or taken any other action, in each 
case permanently restraining, enjoining or otherwise 
prohibiting the Investment, and such order, decree or ruling 
or other action shall have become final and non-appealable; 
provided, however, that in no event shall Investor be 
entitled to terminate this Agreement or the Investment 
Agreement pursuant to this clause (ii) on account of the 
issuance of any order, decree or ruling or the taking of any 
other action relating to antitrust laws or regulations;

		(iii)   by Investor if:

			(A)     any of the conditions specified in Section 8(a), 
8(g), 8(n), 8(p), 8(r) or 8(s) of the Investment 
Agreement has not been satisfied by the respective 
deadlines (as extended from time to time) set forth with 
respect thereto in such clauses for any reason other 
than (1) a material breach by Investor of any of its 
representations, warranties, covenants or obligations 
under this Agreement, the Investment Agreement or any 
Related Agreement or (2)the issuance of any order, 
decree or ruling or the taking of any other action 
relating to antitrust laws or regulations;

			(B)     any of the other conditions precedent set forth 
in Section 8 of the Investment Agreement has not been 
or, in the reasonable good faith determination of 
Investor, will not be able to be satisfied by the 
Outside Date for any reason other than (1) a material 
breach by Investor of any of its representations, 
warranties, covenants or obligations under this 
Agreement, the Investment Agreement or any Related 
Agreement or (2)the issuance of any order, decree or 
ruling or the taking of any other action relating to 
antitrust laws or regulations; or

			(C)     any of the Company's representations or 
warranties made herein, in the Investment Agreement or 
in any Related Agreement prove to have been inaccurate 
in any material respect when made; 

	provided, however, that Investor shall not be entitled to 
terminate this Agreement pursuant to this clause (iii) at a 
time when Investor (or its Affiliates) shall be in material 
breach of any of its representations, warranties, covenants 
or obligations under this Agreement, the Investment 
Agreement or any Related Agreement; and, provided further, 
however, that upon Investor becoming aware of any breach by 
the Company of any of its representations, warranties, 
covenants or obligations hereunder or under the Investment 
Agreement or any of the Related Agreements, or the 
occurrence or nonoccurrence of any other event, in any such 
case which would give Investor the ability to terminate this 
Agreement pursuant to the provisions of this clause (iii), 
Investor promptly shall notify the Company, the Equity 
Committee and the Creditors' Committee of the existence of 
such breach and provide the Company seven business days to 
cure such breach or remedy such occurrence or nonoccurrence 
before exercising the termination right granted hereunder;

		(iv)    by the Company if:

			(A)     any of the conditions specified in Section 9 of 
the Investment Agreement has not been or, in the 
reasonable good faith determination of the Company, will 
not be able to be satisfied by the Outside Date  for any 
reason other than a material breach by the Company of 
any of its representations, warranties, covenants or 
obligations under this Agreement, the Investment 
Agreement or any Related Agreement; or

			(B)     any of the Investor's representations or 
warranties made herein, in the Investment Agreement or 
in any Related Agreement prove to have been inaccurate 
in any material respect when made;

	provided, however, that the Company shall not be entitled to 
terminate this Agreement pursuant to this clause (iv) at a 
time when the Company shall be in material breach of any of 
its representations, warranties, covenants or obligations 
under this Agreement, the Investment Agreement or any 
Related Agreement; and, provided further, however, that upon 
the Company becoming aware of any breach by Investor of any 
of its representations, warranties, covenants or obligations 
hereunder or under the Investment Agreement or any of the 
Related Agreements, or the occurrence or nonoccurrence of 
any other event, in any such case which would give the 
Company the ability to terminate this Agreement pursuant to 
the provisions of this clause (iv), the Company promptly 
shall notify Investor, the Equity Committee and the 
Creditors' Committee of the existence of such breach and 
provide Investor seven business days to cure such breach or 
remedy such occurrence or nonoccurrence before exercising 
the termination right granted hereunder;

		(v)     by the Company in the event of an Overbid as 
contemplated by Section 1(c); 

		(vi)    by either the Company or the Investor if the 
Effective Date has not occurred by December 31, 1994; or  

		(vii)   by Investor for any reason; provided, however, 
that Investor shall not be entitled to terminate this 
Agreement pursuant to this clause (vii) after the Cut-off 
Date or at any time when Investor (or its Affiliates) shall 
be in material breach of any of its representations, 
warranties, covenants or obligations under this Agreement, 
the Investment Agreement or any Related Agreement and, 
provided further, that promptly after any termination of 
this Agreement pursuant to this clause (vii), Investor shall 
refund to the Company the aggregate amount of all Expenses 
previously paid or reimbursed by the Company pursuant to 
Section 2 which were incurred by Investor after March 1, 
1994.  Any such termination shall constitute an 
unconditional waiver by Investor of all claims it may have 
under this Agreement or the Investment Agreement other than 
for Expense reimbursement under Section 2.

		(b)     In the event of the termination of this Agreement by 
either party pursuant to paragraph (a) above, written notice 
thereof shall be promptly given to the other party and, subject 
to paragraph (d) below, this Agreement and the Investment 
Agreement shall terminate and the transactions contemplated 
hereby and thereby shall be abandoned without further action by 
Investor or the Company.  

		(c)     This Agreement shall automatically terminate upon 
confirmation of a plan of reorganization for the Company (other 
than the Plan) prior to the Outside Date.

		(d)     In the event of the termination of this Agreement as 
provided in paragraph (a) or (c) above, (i) this Agreement, the 
Investment Agreement and the Related Agreements shall forthwith 
become null and void, and there shall be no liability on the part 
of any Investor or the Company or any of their respective 
partners, officers, directors, employees, agents or stockholders, 
except for fraud or for willful breach of this Agreement, the 
Investment Agreement (but only if the Confirmation Order is 
entered) or the Related Agreements and except that the parties 
shall continue to be obligated as set forth in Sections 2, 3, 7, 
8, 9, 17 and 18 of this Agreement and in Sections 28(b) and 30 of 
the Investment Agreement, all of which Sections shall survive the 
termination of this Agreement.  

		(e)     The termination of this Agreement and the Investment 
Agreement pursuant to paragraph (a) above shall become effective 
when (i) in the case of a termination pursuant to clause (i) of 
paragraph (a) above, the required consent is executed and (ii) in 
the case of a termination pursuant to any other clause of 
paragraph (a) above, the required notice is given by the 
terminating party.  

		(f)     No termination of this Agreement pursuant to this 
Section 20 shall constitute a breach of this Agreement.  The 
termination of this Agreement and the Investment Agreement shall 
not cause or constitute a termination of any existing 
confidentiality agreement between the Company and one or more 
Affiliates of Investor. 

		SECTION 21.  Privileged Communication.  The parties 
hereto anticipate that, being similarly situated and having a 
common interest in the Company's bankruptcy case with respect to 
the Plan, and in anticipation of potential litigation with other 
constituents of the Company, they may share certain documents, 
information, factual materials, mental impressions, memoranda, 
reports, and attorney-client communications that may be 
privileged from disclosure to adverse or other parties as a 
result of the attorney-client privilege, the attorney work 
product privilege, or other applicable privileges.  The parties 
hereto agree that the sharing of such information or materials 
shall not diminish in any way the confidentiality of such 
information or materials and shall not constitute a waiver of any 
applicable privilege.

		IN WITNESS WHEREOF, the Company and Investor, by their 
respective officers thereunto duly authorized, have executed this 
Agreement as of the date first above written.  

	AMERICA WEST AIRLINES, INC.
	as Debtor and Debtor-in-
Possession



	By:             
	Title:  


	AMWEST PARTNERS, L.P.


	By:     AmWest Genpar, Inc.,
		its General Partner

	By:             
	Title:

EX-10

	SUBSCRIPTION AGREEMENT





AmWest Partners, L.P.
201 Main Street
Suite 2420
Fort Worth, Texas  76102

Attention:  AmWest Genpar, Inc., General Partner


Gentlemen and Ladies:

	Reference is made to that certain Second Revised 
Investment Agreement dated April 7, 1994 and attached hereto as 
Exhibit A and incorporated herein by reference, as the same may 
be amended from time to time (the "Investment Agreement") by 
and between AmWest Partners, L.P. (the "Partnership"), a 
limited partnership organized and existing under the laws of 
the State of Texas, with AmWest Genpar, Inc., a corporation 
organized and existing under the laws of the State of Texas, as 
its general partner (the "General Partner"), and America West 
Airlines, Inc. ("America West").  Capitalized terms used herein 
and not otherwise defined herein are used herein as defined in 
the Investment Agreement.  

	Pursuant to and subject to the terms and conditions of 
the Investment Agreement, America West, or its successor as 
reorganized pursuant to Chapter 11 of the U.S. Bankruptcy Code 
("New America West"), has agreed to issue to the Partnership, 
and the Partnership has agreed to purchase from America West, 
certain Securities of New America West.  In furtherance of its 
obligations under the Investment Agreement, the Partnership has 
agreed to assign to Belmont Fund, L.P., Fidelity Copernicus 
Fund, L.P., and Belmont Capital Partners, L.P. (each, a 
"Fund"), or other funds or accounts managed or advised by 
Fidelity Management Trust Company or its affiliates 
("Fidelity") (collectively, the "Investor"), certain of the 
Partnership's rights to purchase from New America West and 
Investor has agreed to acquire from New America West on the 
terms and conditions set forth herein, the Securities specified 
herein.

	In consideration of the premises and mutual covenants 
herein contained, Investor and the Partnership hereby agree as 
follows:

.               Acquisition of Securities
	
(a)             Pursuant to the Investment Agreement, the 
Partnership has agreed, subject to the terms and conditions set 
forth therein, to purchase certain of the Securities from New 
America West for an aggregate purchase price of $214,857,000, 
subject to adjustment as provided therein (the "Purchase 
Price").  Investor has agreed and hereby agrees to accept an 
assignment from the Partnership of certain of its rights under 
the Investment Agreement and the Procedures Agreement, 
including the right to purchase such Securities, and Investor 
has agreed to assume certain of its obligations in respect 
thereof.
	      
	Upon the occurrence of the Confirmation Date, the 
General Partner shall notify Investor of such event and of the 
Securities to be purchased by Investor at the Effective Date. 
Upon the Effective Date, Investor shall, against delivery of 
the certificates representing such Securities, purchase the 
Securities of New America West set forth below:  

		(i) Investor shall, for a purchase price of 
$23,929,000, acquire 2,691,964 shares of Class B Common 
and 374,220 Warrants;

		(ii) Investor shall, for a purchase price of not 
less than $100,000,000 and not more than $130,000,000, 
as determined by the Company prior to the Effective 
Date, acquire, pursuant to a Note Purchase Agreement 
reasonably satisfactory to Investor and under an 
indenture reasonable satisfactory to Investor, a like 
principal amount of Notes to be issued by New America 
West pursuant to the Investment Agreement, and shall be 
paid a fee of 1% of the total purchase price therefor 
by New America West for consummating such purchase;

		(iii)  Investor shall, for an amount equal to 
23.81% of the cost of any shares of Class B Common, if 
any, which the Partnership is required to purchase 
pursuant to clause (B) of the proviso to 
Section 4(a)(2)(i) of the Investment Agreement, 
purchase 23.81% of the shares of Class B Common 
purchased pursuant to said Section; and

		(iv) Investor shall purchase the first $75,000,000 
in value of the shares of Class B Common, if any, 
required to be purchased by the Partnership pursuant to 
Section 4(a)(2)(ii) of the Investment Agreement; 
provided, that in no event shall Investor be required 
to purchase more than the aggregate number of shares of 
Class B Common required to be purchased pursuant to 
such Section.



(b)      Investor acknowledges, and the General Partner 
agrees, that the closing of the purchase of the Securities of 
New America West is subject to the satisfaction of the 
conditions precedent as described in Section 8 of the 
Investment Agreement.  The Partnership will not waive any of 
such conditions precedent without the prior written approval of 
Investor, which approval will not be withheld unreasonably, and 
will not make modify or amend the Investment Agreement or the 
Procedures Agreement in any material respect, agree to 
provisions of the Plan, or enter into any other agreements with 
America West or New America West prior to the Effective Date or 
earlier termination of the Investment Agreement, without 
Investor's prior consent, which consent will not be withheld 
unreasonably.  This Subscription Agreement will be returned 
promptly to Investor, together with all investment documents 
theretofore delivered by Investor, upon the earlier of (i) the 
termination of the Investment Agreement or (ii) December 31, 
1994, if the Effective Date shall not have occurred by such 
date.
	
.               Acceptance of Subscription

	The General Partner, on behalf of the Partnership, 
shall accept this Subscription Agreement by executing, and 
later delivering to Investor, executed copies of this 
Subscription Agreement and the Acceptance of Subscription 
attached hereto.  This Subscription Agreement is delivered 
irrevocably but shall terminate upon the earlier of (i) the 
termination of the Investment Agreement or (ii) December 31, 
1994, if the Effective Date shall not have occurred by such 
date.

.               Representations and Warranties of each 
Fund.

	In order to induce the General Partner and the 
Partnership to accept this Subscription Agreement, each Fund 
severally but not jointly hereby represents and warrants as 
follows as to itself:



(a)       Investment Intent.  The Fund is acquiring the 
Securities for its own account, for investment, and not with 
the view to a sale of such interest in connection with any 
distribution thereof, except in compliance with the Securities 
Act of 1933, as amended, and subject to the disposition of 
Securities being at all times within such Fund's control, 
except as otherwise expressly provided herein or in the 
Investment Agreement;
	
(b)       Sophistication.  The Fund, alone or with its 
professional advisors, has the educational, financial, and 
business background and knowledge so as to be capable of 
evaluating the merits and risks of an investment in New America 
West, and has the capacity to protect its own interests in 
making this investment;
	
(c)       Registration and Transfer.  The Fund understands 
that, pursuant to the Investment Agreement and the Plan, New 
America West shall provide registration rights with respect to 
the Securities under the Securities Act of 1933, as amended 
(the "Securities Act").  Nonetheless, the Fund understands that 
there may be restrictions on the transferability of the 
Securities.  The Fund understands that prior to the Effective 
Date there will be no public market for the Securities and that 
it is possible that no public market will exist at any time 
thereafter;
	
(d)       Advisors.  The Fund has been afforded the 
opportunity to seek and rely upon the advice of its own 
attorneys, accountants, or other professional advisors in 
connection with an investment in New America West and the 
execution of this Subscription Agreement;
	
(e)       Valid Existence.  The Fund has been duly 
organized and is validly existing and in partnership good 
standing under the laws of its jurisdiction of organization, 
with full power and authority to own its property and conduct 
its business as currently conducted and to execute, deliver and 
perform this Subscription Agreement;
	
(f)       Binding Obligation.  The execution and delivery 
of this Subscription Agreement by the Fund and the Fund's 
performance hereof and the transactions contemplated hereby 
have been duly authorized by the requisite action on the part 
of the Fund, and no other authorization or consent is required 
for the execution and performance hereof;
	
(g)       No Conflict.  The execution, delivery and 
performance by the Fund of this Subscription Agreement does not 
violate, conflict with, or constitute a default under the 
Fund's Articles of Incorporation, By-Laws, partnership 
agreement, or any other corporate or partnership document or 
resolution, any agreement or commitment to which it is a party, 
or with respect to which any of its assets are bound, or, 
subject to obtaining the Confirmation Order and the Regulatory 
Approvals contemplated by Section 8(b) of the Investment 
Agreement, require any governmental consent or approval;
	
(h)       Brokers.  The Fund has not used or retained any 
broker, agent, finder, syndicator or other intermediary with 
respect to its acquisition of Securities or the events or 
transactions contemplated by this Subscription Agreement;
	
(i)       Financial Capacity.  The Fund has the financial 
capacity to make the investment required of it under this 
Subscription Agreement; and
	
(j)       Citizenship.  The Fund is, and shall at all 
times be, a "citizen of the United States" as that term is 
defined in Section 101(6) of the Federal Aviation Act of 1958, 
as amended (49 App. U.S.C. Sect. 1301(16)), or shall elect to 
suspend its voting rights in respect of all shares of Class B 
Common owned by it during any period in which the 
representation contained in this subsection (j) shall be 
invalid.

	The representations and warranties made pursuant to 
this Section 3 shall survive the execution and delivery of this 
Agreement.

.               Other Business Ventures. 

	Each of the Partnership and Investor agrees that 
notwithstanding anything to the contrary contained in or 
inferable from this Subscription Agreement or any other statute 
or principle of law, neither Investor nor the Partnership nor 
any of their shareholders, directors, management companies, 
officers, employees, partners, agents, family members, or 
affiliates (each an "Affiliate") shall be prohibited or 
restricted in any way from investing in or conducting, either 
directly or indirectly, and may invest in and/or conduct, 
either directly or indirectly, businesses of any nature 
whatsoever, including the ownership and operation of businesses 
or properties similar to or in the same geographical area as 
those held by the Partnership.  Investor, the Partnership or 
their Affiliates may, without owing any obligation to Investor, 
the Partnership or any Affiliate, purchase and otherwise deal 
in securities of any type of American West or New America West 
and each may participate in, commit funds to, or otherwise 
become involved with any other entity which may attempt to 
acquire control of any competitor of America West or New 
America West; provided that prior to the Effective Date or 
earlier termination of the Investment Agreement, neither 
Investor, the Partnership nor any of their Affiliates shall, 
without the consent of the Partnership, on the one hand, and 
Investor, on the other hand, commit funds to, or otherwise 
become involved with any other entity which may attempt to 
acquire control of America West.  Any investment in or conduct 
of any such businesses by Investor, the Partnership or any 
Affiliate shall not give rise to any claim for an accounting by 
the others or any right to claim any interest therein or the 
profits therefrom.

.               Indemnification

	Investor hereby agrees to indemnify, defend, and hold 
harmless the Partnership and its partners and all of their 
respective members, directors, officers, employees, and agents 
(collectively, the "Indemnified Parties") from and against its 
allocable portion (based on relative fault of Investor, on the 
one hand, and the Indemnified Parties, on the other hand) of 
any and all loss, damage or liability (including without 
limitation, any and all attorneys' fees, costs, and other 
amounts reasonably incurred by any of them in investigating, 
preparing or defending against any claim, litigation, or other 
legal action threatened or initiated) which are found in a 
final, nonappealable judgment by a court of competent 
jurisdiction to have resulted from or arisen out of (a) a 
breach by Investor in any material respect of any repre-
sentation, warranty or obligation of Investor contained in this 
Subscription Agreement or (b) notwithstanding Section 2.06 of 
the Limited Partnership Agreement of the Partnership, any 
action or inaction of Investor or any of its affiliates giving 
rise to a breach by the Partnership of any of its obligations 
under the Investment Agreement or the Procedures Agreement.

.               No Assignment or Transfer; Third Party 
Beneficiary

	(a)  Investor agrees not to transfer or assign this 
Subscription Agreement or any of its rights, duties or 
obligations hereunder without the prior written consent of the 
General Partner and America West, which consent will not be 
withheld unreasonably, except that no such consent will be 
required to be obtained for a transfer or assignment to one or 
more funds or accounts managed or advised by Fidelity or any of 
its affiliates as to which the representations, warranties and 
covenants contained herein are true and accurate in all 
material respects as of the date of such transfer and the 
Effective Date, and acknowledges that any attempted transfer or 
assignment in violation of the foregoing shall be void.

	(b)  Investor acknowledges that America West is an 
express third party beneficiary of the provisions of Section 1 
of this agreement and may sue Investor directly to enforce such 
obligations upon any breach by (i) Investor of its obligations 
thereunder and (ii) the Partnership of any of its obligations 
under the Investment Agreement or the Procedures Agreement, 
which breach gives rise to a cause of action against the 
Partnership under the applicable agreement; provided, that upon 
any such breach by the Partnership, Investor shall only be 
liable for 23.81% of any damages payable in respect thereof.

.         Representations, Warranties, and Covenants of 
the Partnership.

	In order to induce Investor to execute this 
Subscription Agreement, the Partnership hereby represents, 
warrants and covenants as follows:

	(a)  Valid Existence.  The Partnership has been duly 
organized and is validly existing and in good standing under 
the laws of its jurisdiction of organization, with full power 
and authority to execute this Subscription Agreement and the 
Investment Agreement;

	(b)  Binding Obligations.  The execution and delivery 
of this Subscription Agreement, the Investment Agreement and 
the Procedures Agreement by the Partnership and its performance 
hereof and the transactions contemplated hereby have been duly 
authorized by the requisite action on the part of the 
Partnership and no other authorization or consent is required 
for the execution and performance hereof;

	(c)  Deliveries.  The Partnership will, promptly after 
its receipt thereof, deliver to Investor (i) 23.81% of any Fee 
(as such term is defined in Section 3 of the Procedures 
Agreement) paid to the Partnership by America West, and (ii) 
copies of any and all documents and notices received by the 
Partnership from America West or otherwise in respect of the 
transactions contemplated by the Investment Agreement and the 
Procedures Agreement;

	(d)  Assignment of Rights.  The Partnership hereby 
assigns to Investor on a shared basis, subject to performance 
by Investor of its obligations and duties hereunder, the rights 
of the Partnership under the Investment Agreement and 
Procedures Agreement, including, without limitation, the right 
to sue to enforce any breach thereof; provided, that Investor 
shall not, without the prior consent of the Partnership, 
contact or otherwise deal directly with America West prior to 
the Effective Date in connection with the operation of such 
Agreements.  The Partnership agrees that (i) Investor has the 
ability to cause the Partnership to give any notices permitted 
to be given by it to America West pursuant to the provisions of 
the Investment Agreement or the Procedures Agreement and (ii) 
all matters which, pursuant to the provisions of either 
Agreement, require the approval or consent of the Partnership 
may not be approved or consented to unless Investor, in the 
reasonable exercise of its own business judgment and any 
relevant internal, legal or other restrictions or policies 
applicable to it, so approves or consents to such matter; and

		(e)  Public Announcements.  The Partnership shall 
not, without the prior consent of Fidelity, which consent will 
not be withheld unreasonably, issue or consent to the issuance 
of any press release or other public announcement which 
mentions any Fund or Fidelity or Investor or any affiliate of 
any of them.

.         Expenses.  

		(a)  Reimbursement of Expenses.  Investor shall be 
entitled to a reimbursement of its Expenses (as such term is 
defined in the Limited Partnership Agreement of the 
Partnership)  incurred in connection with the transactions 
contemplated by this Subscription Agreement, the Investment 
Agreement and the Interim Procedures Agreement upon 
presentation to the Partnership of appropriate documentation, 
setting forth in reasonable detail the amounts for which 
reimbursement is sought and the basis on which the charges were 
incurred.  

		(b)  Contribution to Expenses.  Investor agrees to 
pay to the Partnership, within 15 days after request, 23.81% of 
the Expenses incurred by Investor, the Partnership and its 
partners which are not reimbursed by America West pursuant to 
Section 2 of the Procedures Agreement; provided, under no 
circumstances will Investor be liable for payment of the 
Expenses of the partners or the Partnership incurred in 
connection with the negotiation and execution of the Limited 
Partnership Agreement of the Partnership.

.         Notices

	All notices, requests and other communications 
hereunder must be in writing and will be deemed to have been 
duly given only if delivered personally or by facsimile 
transmission or mailed (first class postage prepaid) or by 
prepaid express courier to the parties at the following 
addresses or facsimile numbers:

	If to Investor:         Fidelity Management Trust Company
				82 Devonshire Street, MS F7E
				Boston, Massachusetts  02109
				Attn:  Daniel J. Harmetz
				Fax Number:  (617) 227-2536


	with a copy to:

				Fidelity Management Trust Company
				82 Devonshire Street, MS F7D
				Boston, Massachusetts  02109
				Attn: Wendy Schnipper Clayton, Esq.
				Fax Number:  (617) 570-7688

	 and a copy to:

				Goodwin, Procter & Hoar
				Exchange Place
				Boston, MA  02109
				Attn:  Laura Hodges Taylor, P.C.
				Fax Number:  (617) 523-1231                     


	If to the Partnership:AmWest Partners, L.P.

				201 Main Street, Suite 2420
				Fort Worth, Texas  76102
				Attention:  James J. O'Brien
				Fax Number:  (817) 871-4010


	with a copy to:

				Arnold & Porter
				1200 New Hampshire Ave., N.W.
				Washington, D.C.  20036     
				Attn:  Richard P. Schifter
				Fax Number:  (202) 872-6720

.               Governing Laws and Venue

	This Agreement and the rights and obligations of 
Investor and the Partnership hereunder shall be interpreted, 
construed, and enforced in accordance with the laws of the 
State of Texas, without regard to its conflicts of laws 
provisions.

.         Miscellaneous

	(a)  Rules of Construction.  The general rule of 
construction for interpreting a contract, which provides that 
the provisions of a contract should be construed against the 
party preparing the contract, is waived by Investor.  Investor 
acknowledges that it was represented by separate legal counsel 
in this matter who participated in the preparation of this 
Subscription Agreement or it had the opportunity to retain 
counsel to participate in the preparation of this Subscription 
Agreement but chose not to do so.

	(b)  Entire Agreement.  This Subscription Agreement, 
including all exhibits to this Subscription Agreement and, if 
any, exhibits to such exhibits, contains the entire agreement 
among the parties relative to the matters contained in this 
Subscription Agreement.

	(c)  Waiver.  No consent or waiver, express or implied, 
by Investor or the Partnership to or for any breach or default 
by the other party in the performance by such other party of 
its obligations under this Subscription Agreement shall be 
deemed or construed to be a consent or waiver to or of any 
other breach or default in the performance by such other party 
of the same or any other obligations of such other party under 
this Subscription Agreement.  Failure on the part of any party 
to complain of any act or failure to act of the other party or 
to declare the other party in default, regardless of how long 
such failure continues, shall not constitute a waiver by such 
party of its rights hereunder.

	(d)  Severability.  If any provision of this 
Subscription Agreement or the application thereof to any person 
or circumstance shall be invalid or unenforceable to any 
extent, the remainder of this Subscription Agreement and the 
application of such provisions to other persons or 
circumstances shall not be affected thereby, and the intent of 
this Subscription Agreement shall be enforced to the greatest 
extent permitted by law.

	(e)  Benefits and Assignment.  Subject to the 
restrictions on transfers and encumbrances set forth in this 
Subscription Agreement, this Subscription Agreement shall inure 
to the benefit of and be binding upon the parties and their 
respective legal representatives, successors, and assigns.  
Whenever, in this Subscription Agreement, a reference to any 
party is made, such reference shall be deemed to include a 
reference to the legal representatives, successors, and assigns 
of such party.

	(f)  Gender, Etc.  Unless the context clearly indicates 
otherwise, the singular shall include the plural and vice 
versa.  Whenever the masculine, feminine, or neuter gender is 
used inappropriately in this Subscription Agreement, this 
Subscription Agreement shall be read as if the appropriate 
gender was used.

	(g)  Captions.  Captions are included solely for 
convenience of reference and if there is any conflict between 
captions and the text of this Subscription Agreement, the text 
shall control.

	(h)  Execution in Counterparts.  This Subscription 
Agreement may be executed in multiple counterparts, each of 
which shall be deemed an original for all purposes and all of 
which when taken together shall constitute a single counterpart 
instrument.  Executed signature pages to any counterpart 
instrument may be detached and affixed to a single counterpart, 
which single counterpart with multiple executed signature pages 
affixed thereto constitutes the original counterpart 
instrument.  All of these counterpart pages shall be read as 
though one and they shall have the same force and effect as if 
all of the parties had executed a single signature page.

	(i)  Limitation of Liability.  The Partnership 
acknowledges and agrees that this Agreement is not executed on 
behalf of or binding upon any of the trustees, officers, 
directors, partners or shareholders of any of the Funds 
individually, but is binding only upon the assets and property 
of the Funds.  With respect to all obligations of each Fund 
arising out of this Agreement, the Partnership shall look for 
payment or satisfaction of any claim solely to the assets and 
property of such Fund.  The Partnership acknowledges and agrees 
that the obligations of each of the Funds hereunder is several 
and not joint.



	IN WITNESS WHEREOF, the undersigned has executed this 
Subscription Agreement as of the 7th day of April, 1994.


					INVESTOR:


					BELMONT FUND, L.P., a Bermuda
					  Limited Partnership


					By:     Fidelity Management Trust
						Company, pursuant to a power
						of attorney for Fidelity
						International Services
						Limited, Managing General
						Partner


					By:  _________________________
						Judy K. Mencher
						Associate General Counsel


Investor is a Bermuda limited partnership.  The Partnership 
acknowledges and agrees that this Agreement is not executed on 
behalf of or binding upon any of the trustees, officers, 
directors, partners or shareholders of Investor individually, 
but are binding only upon the assets and property of the 
Investor.  With respect to all obligations of the Investor 
arising out of this Agreement, the Partnership shall look for 
payment or satisfaction of any claim solely to the assets and 
property of the Investor.


	IN WITNESS WHEREOF, the undersigned has executed this 
Subscription Agreement as of the 7th day of April, 1994.



					FIDELITY COPERNICUS FUND, L.P., a 
					 Delaware Limited Partnership


					By:     Fidelity Copernicus Corp.,
						  its General Partner



					By:  _________________________
						Judy K. Mencher
						Associate General Counsel      


Investor is a Delaware limited partnership.  The Partnership 
acknowledges and agrees that this Agreement is not executed on 
behalf of or binding upon any of the trustees, officers, 
directors, partners or shareholders of Investor individually, 
but are binding only upon the assets and property of the 
Investor.  With respect to all obligations of the Investor 
arising out of this Agreement, the Partnership shall look for 
payment or satisfaction of any claim solely to the assets and 
property of the Investor.


	IN WITNESS WHEREOF, the undersigned has executed this 
Subscription Agreement as of the 7th day of April, 1994.



					BELMONT CAPITAL PARTNERS, L.P., a 
					 Massachusetts Limited 
Partnership


					By:  Fidelity Capital Corp., its
						 General Partner



					By:  _________________________
						Judy K. Mencher
						Associate General Counsel       


Investor is a Massachusetts limited partnership.  The 
Partnership acknowledges and agrees that this Agreement is not 
executed on behalf of or binding upon any of the trustees, 
officers, directors, partners or shareholders of Investor 
individually, but are binding only upon the assets and property 
of the Investor.  With respect to all obligations of the 
Investor arising out of this Agreement, the Partnership shall 
look for payment or satisfaction of any claim solely to the 
assets and property of the Investor.


					

	ACCEPTANCE OF SUBSCRIPTION


	The Subscription Agreement of the Investor 
indicated hereinbelow with respect to the Securities 
of New America West agreed to be acquired by AmWest 
Partners, L.P. is hereby accepted.


Dated:                , 1994


					AMWEST PARTNERS, L.P.

					By:  AMWEST GENPAR, INC.,
					     a Texas corporation



					By:  
		       
					     Title:


Name of Investor:  
				  

Date of Subscription Agreement: