10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2001 or

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from	to
Commission file number	1-10140

AMERICA WEST AIRLINES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		86-0418245
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
4000 EAST SKY HARBOR BLVD	PHOENIX, ARIZONA	85034
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code           (480) 693-0800

                                             N/A
(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes XX No

Indicate by checkmark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchanges Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes XX No

The Company has 1,000 shares of Class B Common Stock outstanding as of July 31, 2001.

The Registrant, a wholly owned subsidiary of America West Holdings Corporation, meets the condition set forth in general instruction H(1) (a) and (b) of Form 10-Q and is therefore filing this form with reduced disclosure format pursuant to general instruction H (2).

PART I —FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERICA WEST AIRLINES, INC.
Condensed Balance Sheets
(In thousands except share data)

			June 30,		December 31,
			2001		2000
			(Unaudited)
Assets:
Current assets:
	Cash and cash equivalents		$	133,987	$	139,150
	Short-term investments			27,864		50,686
	Accounts receivable, net			133,688		130,219
	Advances to parent company and affiliate, net			262,478		273,272
	Expendable spare parts and supplies, net			49,416		41,843
	Prepaid expenses			51,693		35,998
		Total current assets		659,126		671,168
Property and equipment:
	Flight equipment			980,771		903,336
	Other property and equipment			260,661		211,922
	Equipment purchase deposits			81,750		93,750
				1,323,182		1,209,008
	Less accumulated depreciation and amortization			508,506		458,616
		Net property and equipment		814,676		750,392
Other assets:
	Restricted cash			32,464		31,120
	Reorganization value in excess of amounts allocable to identifiable assets, net			261,958		271,906
	Other assets, net			54,147		60,887
		Total other assets		348,569		363,913
			$	1,822,371	$	1,785,473

See accompanying notes to condensed financial statements.

2

AMERICA WEST AIRLINES, INC.
Condensed Balance Sheets
(In thousands except share data)

			June 30,		December 31,
			2001		2000
			(Unaudited)
Liabilities and Stockholder's Equity
Current liabilities:
	Current maturities of long-term debt		$	133,435	$	159,667
	Accounts payable			174,378		147,661
	Air traffic liability			227,815		183,531
	Accrued compensation and vacation benefits			36,002		35,850
	Accrued taxes			47,208		57,540
	Other accrued liabilities			37,513		31,542
		Total current liabilities		656,351		615,791
Long-term debt, less current maturities				196,520		145,578
Deferred credits and other liabilities				101,618		99,308
Deferred tax liability, net				41,959		42,856
Commitments and contingencies
Stockholder’s equity:
	Class B common stock, $.01 par value. Authorized 1,000 shares; issued and outstanding, 1,000 shares			—		—
	Additional paid-in capital			519,749		519,748
	Retained earnings			305,840		362,192
	Accumulated other comprehensive income			334		—
		Total stockholder’s equity		825,923		881,940
			$	1,822,371	$	1,785,473

See accompanying notes to condensed financial statements.

3

AMERICA WEST AIRLINES, INC.
Condensed Statements of Operations
(In thousands)
(Unaudited)

			Three Months Ended						Six Months Ended
			June 30,						June 30,
			2001			2000			2001			2000
Operating revenues:
	Passenger		$	547,428		$	575,466		$	1,100,194		$	1,090,533
	Cargo			9,762			9,492			19,760			19,427
	Other			16,719			19,852			30,962			39,738
		Total operating revenues		573,909			604,810			1,150,916			1,149,698
Operating expenses:
	Salaries and related costs			146,832			135,701			295,312			266,381
	Aircraft rents			89,002			81,788			176,880			160,959
	Other rents and landing fees			34,816			31,869			70,189			62,049
	Aircraft fuel			91,465			83,167			192,899			158,859
	Agency commissions			22,251			22,753			45,556			45,223
	Aircraft maintenance materials and repairs			65,304			58,638			130,468			121,720
	Depreciation and amortization			15,553			13,446			30,071			26,446
	Amortization of excess reorganization value			4,974			4,974			9,948			9,948
	Special charges			35,695			—			35,695			—
	Other			123,824			123,197			244,997			236,983
		Total operating expenses		629,716			555,533			1,232,015			1,088,568
Operating income (loss)				(55,807	)		49,277			(81,099	)		61,130
Nonoperating income (expenses):
	Interest income			6,340			5,719			11,541			10,060
	Interest expense, net			(6,605	)		(5,580	)		(13,785	)		(11,382	)
	Gain on sale of investment			—			—			—			15,515
	Other, net			138			(461	)		391			961
		Total nonoperating income (expenses), net		(127	)		(322	)		(1,853	)		15,154
Income (loss) before income taxes				(55,934	)		48,955			(82,952	)		76,284
Income taxes (benefit)				(12,636	)		20,678			(26,600	)		32,499
Net income (loss)			$	(43,298	)	$	28,277		$	(56,352	)	$	43,785

See accompanying notes to condensed financial statements.

4

AMERICA WEST AIRLINES, INC.
Condensed Statements of Cash Flows
(In thousands)
(Unaudited)

				Six Months Ended
				June 30,
				2001			2000
Net cash provided by operating activities				$	93,075		$	182,497
Cash flows from investing activities:
	Purchases of property and equipment				(222,560	)		(138,351	)
	Sales (purchases) of short-term investments				22,822			(8,600	)
	Proceeds from sale and leaseback of aircraft				64,000			—
	Equipment purchase deposits and other				5,907			505
			Net cash used in investing activities		(129,831	)		(146,446	)
Cash flows from financing activities:
	Repayment of debt				(120,829	)		(5,153	)
	Proceeds from issuance of debt				152,422			32,000
	Other				—			(105	)
		Net cash provided by financing activities			31,593			26,742
Net increase (decrease) in cash and cash equivalents					(5,163	)		62,793
Cash and cash equivalents at beginning of period					139,150			105,545
Cash and cash equivalents at end of period				$	133,987		$	168,338
Cash, cash equivalents, and short-term investments at end of period				$	161,851		$	192,555
Cash paid for:
	Interest, net of amounts capitalized			$	6,310		$	6,102
	Income taxes paid			$	22		$	2,593
Non-cash financing activities:
	Notes payable issued for equipment purchase deposits			$	10,500		$	17,500
	Notes payable canceled under the aircraft purchase agreement			$	17,500		$	10,500

See accompanying notes to condensed financial statements.

5

AMERICA WEST AIRLINES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2001

1. BASIS OF PRESENTATION

     The unaudited condensed financial statements included herein have been prepared by America West Airlines, Inc., (“AWA” or the “Company”), a wholly owned subsidiary of America West Holdings Corporation (“Holdings”), pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with those rules and regulations, certain information and footnotes required by generally accepted accounting principles have been omitted. In the opinion of management, the condensed financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation. Certain prior year amounts have been reclassified to conform with current year presentation. The accompanying condensed financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2000.

2. ADVANCES TO PARENT COMPANY AND AFFILIATE

     As of June 30, 2001, AWA had net advances to Holdings of $258.0 million. In addition, AWA had net advances of $4.5 million to The Leisure Company (“TLC”), a wholly owned subsidiary of Holdings.

3. FLIGHT EQUIPMENT

     In the second quarter of 2001, AWA borrowed $58.0 million from the America West Airlines 2001-1 Pass Through Trusts (See Note 5, —“EETC Financing Transaction") to fund the acquisition of two new A319 aircraft.

4. LONG-TERM DEBT

     In exchange for flexibility under certain financial covenants, the Company has agreed to temporarily limit its borrowings under its senior secured revolving credit facility to $90 million, $89.9 million of which was outstanding as of June 30, 2001. (See“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources and Uses of Cash").

5. EETC FINANCING TRANSACTION

     In May 2001, America West Airlines 2001-1 Pass Through Trusts issued $427.2 million of Pass Through Trust Certificates in connection with the financing of nine Airbus A319 aircraft and five Airbus A320 aircraft. The combined effective interest rate on this financing is 7.66% on a fixed rate equivalent basis at the time of closing. The Pass Through Trust Certificates were issued by separate trusts that hold equipment notes issued upon delivery of each financed aircraft. Proceeds from the certificates are deposited in an escrow account pending their application to purchase the equipment notes. The equipment notes are secured by a security interest in the aircraft and are issued in connection with either a leveraged lease financing or a mortgage financing of the relevant aircraft, at AWA’s election. The Pass Through Trust Certificates are not direct obligations of, nor guaranteed by, Holdings or AWA. However, AWA has certain indemnity obligations in respect of the trusts and interest on the escrowed proceeds pending their application to finance aircraft. The acquisition of each aircraft subject to this financing and delivered to date has been structured as a mortgage financing.

     Two of the aircraft that are the subject of this financing were delivered in the second quarter of 2001 and three were delivered in July 2001. In connection with the delivery of the aircraft, AWA issued equipment notes in an aggregate amount of $58 million during the second quarter of 2001 and $87 million in July 2001. The remaining aircraft are expected to be delivered between August 2001 and May 2002.

6

AMERICA WEST AIRLINES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2001

6. COMPREHENSIVE INCOME (LOSS)

     Comprehensive income (loss) includes changes in the fair value of derivative financial instruments that qualify for hedge accounting. For the three and six months ended June 30, 2001, the Company recorded a total comprehensive loss of $41.2 million and $56.0 million, respectively. The difference between net loss and comprehensive loss for the three and six months ended June 30, 2001 is detailed in the following table:

		Three Months Ended			Six Months Ended
		June 30, 2001			June 30, 2001
		(In thousands)
Net loss		$	(43,298	)	$	(56,352	)
	Unrealized gains on derivative instruments, net of deferred taxes		2,014			1,956
	Realized gains (losses) on derivative instruments, net of taxes		40			(1,622	)
	Total other comprehensive income		2,054			334
Comprehensive loss		$	(41,244	)	$	(56,018	)

7. SPECIAL CHARGES

     Earlier this year, AWA announced a cost reduction plan to respond to a softening economy. The plan includes a slowing of the airline’s growth through the return of seven older 737-300 leased aircraft to the lessors in the second half of 2001 and January 2002 and significant reductions in overhead due in part to select reductions-in-force of management, administrative and clerical personnel.

     The cost reductions include the following specific measures:

• The return of seven 737-300 aircraft to the lessors. Five aircraft will be returned as the leases expire between September 2001 and January 2002. Two aircraft will be returned in September 2001 as a result of the early termination of the leases.

• Significant reductions in overhead, including a 10% reduction in management, administrative and clerical payroll, a 33% reduction in paid overtime, a reduction in advertising and the elimination of certain other discretionary expenses. The management, administrative and clerical payroll reduction, which was completed in May 2001, was accomplished through the combination of attrition, deferred hiring and select reductions-in-force.

     The Company recorded a pretax charge of $35.7 million in the second quarter of 2001 related to the earlier-than-planned aircraft returns and reductions-in-force. Included in this amount was an impairment loss of approximately $12.0 million related to the aircraft returns. During the quarter, the Company paid approximately $0.7 million in severance related to the reductions-in-force. The remaining accrual as of June 30, 2001 was approximately $23.0 million.

7

AMERICA WEST AIRLINES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2001

8. SEGMENT DISCLOSURES

     AWA is one reportable segment. Accordingly, the segment reporting financial data required by Statement of Financial Accounting Standards (“SFAS”) No. 131, “Disclosures about Segments of an Enterprise and Related Information” is included in the accompanying balance sheets and statements of income.

9. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141, “Business Combinations”. SFAS No. 141 primarily addresses the accounting for the cost of an acquired business, including any subsequent adjustments to its cost. SFAS No. 141 requires the use of the purchase method of accounting for all business combinations, thereby eliminating the pooling-of-interest method, and provides new criteria for determining whether intangible assets acquired in a business combination should be recognized separately from goodwill. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001 and for all business combinations accounted for by the purchase method that are completed after June 30, 2001. The adoption of SFAS No. 141 will have no impact on the Company at this time.

     In June 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets”. SFAS No. 142 primarily addresses the accounting for goodwill and intangible assets subsequent to their acquisition. SFAS No. 142 does not permit the amortization of goodwill as required by Accounting Principles Board Opinion No. 17, “Intangible Assets". Rather, goodwill will be subject to a periodic impairment test, using a fair value-based approach. Under SFAS No. 141, reorganization value in excess of amounts allocable to identifiable assets (“ERV”) shall be reported as goodwill and accounted for in the same manner as goodwill. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001 except for goodwill acquired in a business acquisition after June 30, 2001, which shall not be amortized. Upon adoption of this statement on January 2, 2002, the Company’s estimated ERV balance of $252.0 million will no longer be subject to amortization resulting in an annual decrease in amortization expense of approximately $19.9 million.

10. SUBSEQUENT EVENTS

Sale of Equity Investments

     In July 2001, AWA sold 62,240 warrants to purchase common stock of Expedia.com, resulting in a pretax gain of approximately $1.1 million.

8

AMERICA WEST AIRLINES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2001

     In July 2001, AWA sold 73,413 Equant N.V. depository certificates, which were held by the SITA Foundation, resulting in a pretax gain of approximately $1.5 million.

9

AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     AWA is the eighth largest commercial airline carrier in the United States operating through its principal hubs located in Phoenix, Arizona and Las Vegas, Nevada, and a mini-hub located in Columbus, Ohio. As of June 30, 2001, AWA served 60 destinations in North America, including seven destinations in Mexico and two in Canada.

Overview

     Over the past five fiscal years, AWA has experienced solid growth, increasing revenues each year and increasing operating income each year until 2000. AWA reported approximately $2.3 billion in revenues in 2000, an increase in annual revenues of 6.7% over revenues reported in 1999 and 31.7% over those reported in 1996. In addition, operating income increased from $68.7 million in 1996 to $197.9 million in 1999. However, largely as a result of increased fuel costs, softening economic conditions, which has had a severe adverse affect on airline industry revenues, and certain operating difficulties in 2000, AWA recorded an operating loss of $12.7 million for 2000 and a net loss and operating loss of $56.4 million and $81.1 million, respectively, for the first half of 2001. The airline industry is cyclical in nature and highly sensitive to general economic conditions. Currently, the airline industry is experiencing a decline in business traffic. In addition, historically high fuel costs continue to increase costs and reduce margins. Management anticipates that softening economic conditions and high fuel prices will continue to place pressure on AWA and the industry in general.

Summary of Financial Results

     AWA recorded a net loss of $43.3 million in the second quarter of 2001. This compares to $28.3 million of net income in the second quarter of 2000. The 2001 results include a pre-tax charge of $35.7 million resulting from the Company’s previously announced cost reduction initiatives discussed below, (see Note 7, “Special Charges” in Notes to Condensed Financial Statements). Excluding the special charges, the net loss was $21.1 million. The decline in earnings was due primarily to a softening economy, a 10.0% increase in year-over-year fuel costs and much smaller book income tax credits. The average fuel price for the 2001 second quarter was 84.5 cents per gallon as compared to 77.4 cents in the second quarter of 2000. AWA recorded an income tax benefit for financial reporting purposes of $12.6 million for the 2001 second quarter on a pretax loss of $55.9 million. Excluding special charges, the Company would have reported tax expense of $0.9 million. This compares to $20.7 million of income tax expense in the second quarter of 2000 on $49.0 million of pretax income. Primarily as a result of AWA’s amortization of excess reorganization value (“ERV”), which is not deductible for tax purposes, AWA’s book tax rate can fluctuate significantly with changes in earnings. The loss in the second quarter 2001 resulted in much smaller book income tax credits than would be anticipated had the Company used effective tax rates as in the 2000 period.

     AWA recorded a net loss of $56.4 million for the six months ended June 30, 2001. Excluding the special charges, the net loss was $34.2 million. This compares to $43.8 million of net income in the 2000 period. Results for the six month period in 2001 include an $11.0 million one-time gain resulting from the settlement in March 2001 of a lawsuit related to an air-to-ground telecommunication system that was previously written off and the $35.7 million pre-tax charge resulting from the Company’s cost reduction initiatives discussed above. Results for the six month period in 2000 include a pretax gain of $15.5 million ($9.6 million after tax) from AWA’s sale of 500,000 warrants to purchase common stock of Priceline.com in the first quarter of 2000. AWA recorded an income tax benefit for financial reporting purposes of $26.6 million for the six months ended June 30, 2001. This compares to $32.5 million of income tax expense for the 2000 six month period.

10

AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

Airline Operations Update

     Since July 2000 when AWA launched a series of customer service initiatives to enhance its operational performance, the Company has made significant improvement in a number of key service areas. For the second quarter of 2001, as reported to the Department of Transportation (“DOT”):

• On-time performance improved to 75.2% compared to 66.5% for the second quarter of 2000;

• The percentage of flights cancelled dropped to 1.9% from 3.9% for the second quarter of 2000, due primarily to a significant decrease in the number of maintenance-related cancellations compared to the second quarter of 2000;

• Load factor increased to 75.5% compared to 73.7% for the second quarter of 2000;

• AWA posted a 43% year-over-year improvement in mishandled baggage; and

• Customer complaints to the DOT declined by 50% compared to the second quarter of 2000.

Cost Reduction Plan

     Earlier this year, AWA announced a cost reduction plan to respond to a softening economy. The plan includes a slowing of the airline’s growth through the return of seven older 737-300 leased aircraft to the lessors in the second half of 2001 and January 2002 and significant reductions in overhead due in part to select reductions-in-force of management, administrative and clerical personnel. As a result of these steps, AWA expects to reduce its annualized expense budget by approximately $75 million. Capital spending will be reduced an additional approximately $25 million. The capital reductions will be realized in 2001 and approximately $25 million of cost reductions are expected to occur in 2001.

     The cost reductions include the following specific measures:

• The return of seven 737-300 aircraft to the lessors. Five aircraft will be returned as the leases expire between September 2001 and January 2002. Two aircraft will be returned in September 2001 as a result of the early termination of the leases. The result will be a slowing of the growth of the airline from previously anticipated rates of 7-8% in 2001 and 5-6% in 2002 to 5-6% in 2001 and 1-2% in 2002.

• Significant reductions in overhead, including a 10% reduction in management, administrative and clerical payroll, a 33% reduction in paid overtime, a reduction in advertising and the elimination of certain other discretionary expenses. The management, administrative and clerical payroll reduction, which was completed in May 2001, was accomplished through the combination of attrition, deferred hiring and select reductions-in-force.

     The Company recorded a pretax charge of $35.7 million in the second quarter of 2001 related to the earlier-than-planned aircraft returns and reductions-in-force. Included in this amount was an impairment loss of approximately $12.0 million related to the aircraft returns. During the quarter, the Company paid approximately $0.7 million in severance related to the reductions-in-force. The remaining accrual as of June 30, 2001 was approximately $23.0 million.

11

AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

RESULTS OF OPERATIONS

     The following discussion provides an analysis of AWA’s results of operations for the second quarter and six months ended June 30, 2001 and material changes compared to the second quarter and six months ended June 30, 2000.

     The table below sets forth selected operating data for AWA.

		Three Months Ended				Percent			Six Months Ended				Percent
		June 30,				Change			June 30,				Change
		2001		2000		2001-2000			2001		2000		2001-2000
Aircraft (end of period)			142		128		10.9			142		128		10.9
Average daily aircraft utilization (hours)			10.2		11.1		(8.1	)		10.5		11.1		(5.4	)
Available seat miles (in millions)			6,896		6,824		1.1			13,952		13,313		4.8
Block hours			132,576		129,484		2.4			269,256		254,448		5.8
Average stage length (miles)			895		875		2.3			890		870		2.3
Average passenger journey (miles)			1,307		1,294		1.0			1,281		1,246		2.8
Revenue passenger miles (in millions)			5,205		5,029		3.5			10,087		9,355		7.8
Load factor (percent)			75.5		73.7	1.8pts				72.3		70.3	2.0pts
Passenger enplanements (in thousands)			5,294		5,206		1.7			10,398		9,818		5.9
Yield per revenue passenger mile (cents)			10.52		11.44		(8.0	)		10.91		11.66		(6.4	)
Revenue per available seat mile:
	Passenger (cents)		7.94		8.43		(5.8	)		7.89		8.19		(3.7	)
	Total (cents)		8.32		8.86		(6.1	)		8.25		8.64		(4.5	)
Fuel consumption (gallons in millions)			108.2		107.3		0.8			218.1		208.0		4.9
Average fuel price (cents per gallon)			84.5		77.4		9.2			88.5		76.5		15.7
Average number of full-time equivalent employees			12,508		12,031		4.0			12,779		11,942		7.0

     The table below sets forth the major components of operating cost per available seat mile (“CASM”) for AWA.

	Three Months Ended				Percent			Six Months Ended				Percent
	June 30,				Change			June 30,				Change
	2001		2000		2001-2000			2001		2000		2001-2000
(in cents)
Salaries and related costs		2.13		1.99		7.0			2.12		2.00		6.0
Aircraft rents		1.29		1.20		7.5			1.27		1.21		5.0
Other rents and landing fees		.50		.47		6.4			.50		.47		6.4
Aircraft fuel		1.33		1.22		9.0			1.38		1.19		16.0
Agency commissions		.32		.33		(3.0	)		.33		.34		(2.9	)
Aircraft maintenance materials and repairs		.95		.86		10.5			.93		.92		1.1
Depreciation and amortization		.23		.20		15.0			.22		.20		10.0
Amortization of excess reorganization value		.07		.07		—			.07		.07		—
Special charges		.52		—		100.0			.26		—		100.0
Other		1.79		1.80		(0.6	)		1.75		1.78		(1.7	)
		9.13		8.14		12.2			8.83		8.18		7.9

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AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

Three Months Ended June 30, 2001 and 2000

     For the three months ended June 30, 2001, AWA realized an operating loss of $55.8 million. Excluding $35.7 million of special charges, AWA’s operating loss was $20.1 million. This is compared to $49.3 million of operating income in last year’s second quarter.

     Total operating revenues for the second quarter of 2001 were $573.9 million. Passenger revenues were $547.4 million for the second quarter of 2001, a decrease of $28.0 million or 4.9% from the second quarter of 2000. A 3.5% increase in revenue passenger miles (“RPM”) more than offset a 1.1% increase in capacity as measured by available seat miles (“ASM”), resulting in a 1.8 point increase in load factor (the percentage of available seats that are filled with revenue passengers). This increase in load factor was more than offset by an 8.0% decrease in revenue per passenger mile (“yield”), which decreased passenger revenue per available seat mile (“RASM”) for the quarter 5.8% to 7.94 cents. The decrease in yield and RASM was due to an industry-wide decline in business travel as a result of the slowing economy. Cargo revenues were relatively flat quarter-over-quarter while other revenues decreased 15.8% to $16.7 million due primarily to the effect of higher fuel prices and other costs, which reduced net revenues from AWA’s code sharing agreement with Mesa Airlines.

     Excluding special charges, CASM for the second quarter of 2001 increased 5.8% to 8.61 cents from 8.14 cents for the second quarter of 2000 largely due to higher fuel prices and increases in capacity that were more modest than originally planned. As a result, operating expenses increased $38.5 million in the second quarter of 2001 or 6.9% as compared to the second quarter of 2000, while ASMs increased only 1.1%. Significant changes in the components of CASM excluding special charges are explained as follows:

• Salaries and related costs per ASM increased 7.0% primarily due to a higher number of employees in the second quarter of 2001 to support anticipated growth. The average number of full-time equivalent employees (“FTE”) increased 4.0% quarter-over-quarter while ASMs increased only 1.1%. Average salaries and related costs per FTE increased 4.1% primarily due to a new collective bargaining agreement with the Company’s fleet service workers, which was entered into in June 2000. Also, the contract with the Air Line Pilots Association (“ALPA”) (signed May 1995) required longevity-related salary level increases. Payroll expense for fleet service workers and pilots increased by $5.4 million and $2.0 million, respectively, in the second quarter of 2001 as compared to the second quarter of 2000.

• Aircraft rent expense per ASM increased 7.5% due to the net addition of 14 leased aircraft to the fleet during the second quarter of 2001 as compared to the second quarter of 2000.

• Other rents and landing fees expense per ASM increased 6.4% in the second quarter of 2001 primarily due to higher airport rentals ($2.3 million) and landing fees ($1.1 million).

• Aircraft fuel expense per ASM increased 9.0% due to a 9.2% increase in the average price per gallon of fuel to 84.5 cents in the second quarter of 2001 quarter from 77.4 cents in the second quarter of 2000.

• Agency commissions expense per ASM decreased 3.0% due to an increase in the percentage of non-commissionable revenue in the second quarter of 2001, primarily as a result of increased usage of the Company’s website and other lower cost distribution channels.

• Aircraft maintenance materials and repairs expense per ASM increased 10.5% primarily due to higher aircraft C-Check ($3.8 million), airframe maintenance ($2.1 million) and engine overhaul ($0.9 million) expenses in the second quarter of 2001 when compared to the second quarter of 2000.

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• Depreciation and amortization expense per ASM increased 15.0% due primarily to increases in depreciation and amortization expense related to computer software and hardware additions and facility improvements to support growth ($0.7 million), rotable aircraft parts ($0.7 million) and aircraft leasehold improvements ($0.4 million).

• Other operating expenses per ASM decreased 0.6% to 1.79 cents from 1.80 cents primarily due to the 1.1% increase in ASMs. A $4.8 million decrease in interrupted trip expense was substantially offset by higher professional and technical fees ($1.4 million), aircraft refueling charges ($1.4 million) and ground handling contract costs ($1.3 million).

     Net nonoperating expenses were relatively unchanged from the second quarter of 2000. Net interest expense increased $1.0 million in the second quarter of 2001 due to higher average outstanding debt while interest income increased $0.6 million due to higher interest earned on the escrowed proceeds from the 2001-1 Pass Through Trust Certificates. (See “Liquidity and Capital Resources —Financing Transactions” below and Note 5, “EETC Financing Transaction” in Notes to Condensed Financial Statements.)

Six Months Ended June 30, 2001 and 2000

     For the six months ended June 30, 2001, AWA realized an operating loss of $81.1 million. Excluding special charges, AWA’s operating loss was $45.4 million. This is compared to $61.1 million of operating income in the six months ended June 30, 2000.

     Total operating revenues for the six months ended June 30, 2001 were $1.2 billion. Passenger revenues of $1.1 billion for the six months ended June 30, 2001 were relatively unchanged from the comparable 2000 period. RPMs increased 7.8% versus a 4.8% increase in capacity as measured by ASMs, resulting in a 2.0 point increase in load factor. This increase in load factor was more than offset by a 6.4% decrease in yield, which decreased RASM for the six months ended June 30, 2001 3.7% to 7.89 cents. The decrease in yield and RASM was due to an industry-wide decline in business travel as a result of the slowing economy. Cargo revenues were relatively flat period-over-period while other revenues decreased 22.1% to $31.0 million for the six months ended June 30, 2001 due primarily to the effect of higher fuel prices and other costs, which reduced net revenues from AWA’s code sharing agreement with Mesa Airlines.

     Excluding special charges, CASM for the six months ended June 30, 2001 increased 4.8% to 8.57 cents from 8.18 cents for the comparable 2000 period largely due to higher fuel prices and increases in capacity that were more modest than originally planned. As a result, operating expenses increased $107.8 million for the six months ended June 30, 2001 or 9.9% as compared to the 2000 period, while ASMs increased only 4.8%. Significant changes in the components of CASM excluding special charges are explained as follows:

• Salaries and related costs per ASM increased 6.0% primarily due to a higher number of employees in the 2001 period to support anticipated growth. The average number of FTEs increased 7.0% period-over-period while ASMs increased only 4.8%. Average salaries and related costs per FTE increased 3.6% primarily due to a new collective bargaining agreement with the Company’s fleet service workers, which was entered into in June 2000. Also, the contract with ALPA (signed May 1995) required longevity-related salary level increases. Payroll expense for fleet service workers and pilots increased by $11.9 million and $4.6 million, respectively, in the 2001 period as compared to the 2000 period.

• Aircraft rent expense per ASM increased 5.0% due primarily to the net addition of 14 leased aircraft to the fleet during the 2001 period as compared to the 2000 period.

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• Other rents and landing fees expense per ASM increased 6.4% in the 2001 period primarily due to higher airport rentals ($4.4 million) and landing fees ($4.2 million).

• Aircraft fuel expense per ASM increased 16.0% due to a 15.7% increase in the average price per gallon of fuel to 88.5 cents in the 2001 period from 76.5 cents in the 2000 period.

• Agency commissions expense per ASM decreased 2.9% due to an increase in the percentage of non-commissionable revenue in the 2001 period, primarily as a result of increased usage of the Company’s website and other lower cost distribution channels.

• Aircraft maintenance materials and repairs expense per ASM increased 1.1% primarily due to higher airframe maintenance ($4.5 million), aircraft C-Check ($4.3 million) and engine overhaul ($0.8 million) expenses. These increases were offset in part by a $1.3 million decrease in capitalized maintenance amortization expense for the 2001 period when compared to the 2000 period.

• Depreciation and amortization expense per ASM increased 10.0% due primarily to an increase in depreciation expense related to rotable aircraft parts ($1.1 million) and owned aircraft ($0.6 million). Higher amortization expense related to computer software and hardware additions and facility improvements to support growth ($0.8 million) and aircraft leasehold improvements ($0.7 million) also contributed to the increase.

• Other operating expenses per ASM decreased 1.7% to 1.75 cents in the first six months of 2001 from 1.78 cents in the 2000 period primarily due to lower interrupted trip expenses ($6.8 million), the recovery of $11.0 million from the settlement of a lawsuit related to an air-to-ground telecommunication system that was previously written off and the 4.8% increase in ASMs. These decreases were offset in part by higher professional and technical fees ($2.7 million), bad debt expense ($1.5 million), deicing costs ($0.8 million) and higher costs resulting from growth. Growth-related costs include computer reservations system booking fees ($5.7 million), aircraft refueling charges ($3.1 million), ground handling contract costs ($2.6 million), traffic liability and other insurance ($2.3 million), guard services ($1.4 million), catering costs ($1.1 million), credit card discount fees ($0.6 million), frequent traveler program expenses ($0.5 million) and software maintenance ($0.5 million).

     AWA had net nonoperating expenses of $1.9 million in the first six months of 2001 as compared to $15.2 million of net nonoperating income in the comparable 2000 period. The period-over-period change was primarily due to a $15.5 million gain on sale of 500,000 warrants to purchase common stock of Priceline.com, Inc. in the 2000 period. Net interest expense increased $2.4 million in the 2001 period when compared to the 2000 period due to higher average outstanding debt. Interest income increased $1.5 million due to higher interest earned on the escrowed proceeds from the 2001-1 Pass Through Trust Certificates. (See “Liquidity and Capital Resources —Financing Transactions” below and Note 5, —“EETC Financing Transaction” in Notes to Condensed Financial Statements.)

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

     Unrestricted cash and cash equivalents and short-term investments decreased to $161.9 million at June 30, 2001 from $189.8 million at December 31, 2000. Net cash provided by operating activities decreased to $93.1 million for the six months ended June 30, 2001 from $182.5 million for the six months ended June 30, 2000

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due principally to the loss in the 2001 period. Net cash used in investing activities decreased to $129.8 million for the 2001 period from $146.4 million for the 2000 period. This decrease was primarily due to sales of short-term investments totaling $22.8 million in the 2001 period as compared to purchases of $8.6 million of short-term investments in the 2000 period and the purchase of four new A319 aircraft in the 2001 period, of which two were purchased in the first quarter and two were purchased in the second quarter of 2001. (See Note 3, “Flight Equipment” in Notes to Condensed Financial Statements.) The two aircraft purchased in the first quarter of 2001 were subsequently refinanced as the result of a sale/leaseback transaction in March 2001. The 2000 period included the purchase of one new A320 aircraft. Net cash provided by financing activities was $31.6 million for the six months ended June 30, 2001 compared to $26.7 million for the six months ended June 30, 2000. The 2001 period included $107.4 million of borrowing to fund the acquisition of the four new A319 aircraft discussed above and $45.0 million of borrowing under the Company’s revolving credit facility. The 2001 period also included the repayment of $49.4 million of debt as a result of the sale/leaseback of two A319 aircraft discussed above and $66.5 million of revolving credit facility debt repayments. The 2000 period included $32.0 million of borrowing to fund the acquisition of one new A320 aircraft.

     Capital expenditures for the six months ended June 30, 2001 and 2000 were approximately $222.6 million and $138.4 million, respectively. Included in these amounts are capital expenditures for capitalized maintenance of approximately $54.4 million for the six months ended June 30, 2001 and $61.3 million for the six months ended June 30, 2000.

     AWA has in place a $125 million senior secured revolving credit facility with a group of financial institutions that has a three-year term expiring in December 2002. As of June 30, 2001, AWA had drawn $89.9 million under this facility.

     The credit agreement is secured by certain assets of AWA, contains restriction on AWA’s ability to take certain actions, and requires AWA to meet and maintain certain financial tests and minimum ratios. In order to give AWA added flexibility, effective June 29, 2001, two of these financial tests were temporarily amended: the fixed charge coverage ratio requirement, which is tested on a quarter-end basis, was reduced for the second and third quarters of 2001, and the minimum liquidity covenant was waived through October 31, 2001. In connection with these amendments, AWA also agreed, among other things, to a reduction of the borrowing base to a maximum of $90 million and an increase in the applicable margin and standby commitment fee. If AWA satisfies certain additional criteria by October 31, 2001, including obtaining additional equity or debt financing in a threshold aggregate amount, the maximum borrowing base will be restored to the original $125 million and the reduction of the required fixed charge coverage ratio will become permanent through the term of the credit facility (see “Risk Factors —Our high leverage and fixed costs may limit our ability to fund general corporate requirements, limit our flexibility in responding to competitive developments and increase our vulnerability to adverse economic and industry conditions” below).

     Certain of AWA’s long-term debt agreements contain minimum cash balance requirements, leverage ratios, coverage ratios and other financial covenants with which AWA was in compliance as of June 30, 2001. Certain of these financial covenants restrict the Company’s ability to pay cash dividends on its common stock and make certain other restricted payments (as specified therein). Under these restrictions, as of June 30, 2001, the Company’s ability to pay dividends, together with any other restricted payments, would be limited.

Commitments

     Long-term debt maturities through 2003 consist primarily of principal amortization of notes payable secured by certain of AWA’s aircraft and $89.9 million of borrowing under the revolving credit facility. Such maturities are $37.5 million, $103.7 million and $12.1 million, respectively, for the remainder of 2001, 2002 and

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2003.     Management expects to fund the remaining long-term debt maturities with cash from operations or by refinancing the underlying obligations, subject to availability and market conditions.

     At June 30, 2001, AWA had a commitment to AVSA S.A.R.L., an affiliate of Airbus Industrie (“AVSA”), to purchase a total of 34 Airbus aircraft, with nine remaining to be delivered in 2001. The remaining 25 aircraft will be delivered in 2002 through 2004. AWA also has 17 options and 25 purchase rights to purchase aircraft in the “A320” family of aircraft (A318s, A319s, A320s and A321s) for delivery in 2005 through 2008. The aggregate cost of firm commitments remaining under the aircraft order is approximately $1.3 billion, of which approximately $369.2 million is financed under the 2001-1 Pass Through Trusts (see “Financing Transactions” below).

     AWA intends to seek additional financing (which may include public debt financing or private financing) in the future when and as appropriate to support these aircraft orders. There can be no assurance that sufficient funding will be obtained for all aircraft. A default by AWA under the AVSA purchase commitment could have a material adverse effect on AWA.

     In January 2001, AWA entered into a development agreement and ground lease with the City of Phoenix pursuant to which AWA will construct, lease and operate a flight operations and training facility on land located on the northwest corner of Interstate 10 and Buckeye Road and adjacent to Phoenix Sky Harbor International Airport. The initial lease term is 20 years with two five-year extension options. The facility will contain 164,000 square feet and be comprised of pilot and in-flight training facilities, systems and maintenance operations control, and crew scheduling. The estimated cost to design and construct the facility is $35 million which the Company currently intends to fund with operating cash flow, or if conditions warrant, the issuance of debt.

Financing Transactions

     In May 2001, America West Airlines 2001-1 Pass Through Trusts issued $427.2 million of Pass Through Trust Certificates in connection with the financing of nine Airbus A319 aircraft and five Airbus A320 aircraft. The combined effective interest rate on this financing is 7.66% on a fixed rate equivalent basis at the time of closing. The Pass Through Trust Certificates were issued by separate trusts that hold equipment notes issued upon delivery of each financed aircraft. Proceeds from the certificates are deposited in an escrow account pending their application to purchase the equipment notes. The equipment notes are secured by a security interest in the aircraft and are issued in connection with either a leveraged lease financing or a mortgage financing of the relevant aircraft, at AWA’s election. The Pass Through Trust Certificates are not direct obligations of, nor guaranteed by, Holdings or AWA. However, AWA has certain indemnity obligations in respect of the trusts and interest on the escrowed proceeds pending their application to finance aircraft. The acquisition of each aircraft subject to this financing and delivered to date has been structured as a mortgage financing.

     Two of the aircraft that are the subject of this financing were delivered in the second quarter of 2001 and three were delivered in July 2001. In connection with the delivery of the aircraft, AWA issued equipment notes in an aggregate amount of $58 million during the second quarter of 2001 and $87 million in July 2001. The remaining aircraft are expected to be delivered between August 2001 and May 2002. With the issuance of these trust certificates, management believes that it has addressed all of AWA’s anticipated aircraft financing requirements through November 2002.

     In April 2001, Moody’s downgraded its credit rating of AWA and revised its outlook to negative. When announcing the downgrade, Moody’s stated that despite recent improvements in its operating performance, AWA continues to face business challenges and the potential exists for continued earnings and cash flow pressures due to declining yields and a cost structure under pressure from operations and fuel expenses. In June 2001, Standard & Poor’s revised

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its outlook from stable to negative. Standard & Poor’s stated that the outlook revision is based on weaker-than-anticipated earnings since mid-2000, which Standard & Poor’s expects to continue through 2001. (See “Risk Factors —“Because our credit rating was recently downgraded and our ratings outlook was revised to negative, our borrowing costs may increase and our ability to incur additional debt may be impaired” below.)

OTHER INFORMATION

Labor Relations

     The Company is in the process of negotiating with the ALPA on a new contract for AWA’s pilots. The existing contract with ALPA became amendable in May 2000. In addition, the Company is in negotiations with the International Brotherhood of Teamsters (“IBT”) on a first contract covering the Company’s stock clerks, a work group of approximately 60 employees. The Company cannot predict the terms of these future collective bargaining agreements and therefore the effect, if any, on AWA’s operations or financial performance. (See “Risk Factors —Negotiations with labor unions could divert management attention, disrupt operations and increase our labor costs and operating expense” below.)

Recently Issued Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141, “Business Combinations”. SFAS No. 141 primarily addresses the accounting for the cost of an acquired business, including any subsequent adjustments to its cost. SFAS No. 141 requires the use of the purchase method of accounting for all business combinations, thereby eliminating the pooling-of-interest method, and provides new criteria for determining whether intangible assets acquired in a business combination should be recognized separately from goodwill. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001 and for all business combinations accounted for by the purchase method that are completed after June 30, 2001. The adoption of SFAS No. 141 will have no impact on the Company at this time.

     In June 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets”. SFAS No. 142 primarily addresses the accounting for goodwill and intangible assets subsequent to their acquisition. SFAS No. 142 does not permit the amortization of goodwill as required by Accounting Principles Board Opinion No. 17, “Intangible Assets”. Rather, goodwill will be subject to a periodic impairment test, using a fair value-based approach. Under SFAS No. 141, reorganization value in excess of amounts allocable to identifiable assets (“ERV”) shall be reported as goodwill and accounted for in the same manner as goodwill. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001 except for goodwill acquired in a business acquisition after June 30, 2001, which shall not be amortized. Upon adoption of this statement on January 2, 2002, the Company’s estimated ERV balance of $252.0 million will no longer be subject to amortization resulting in an annual decrease in amortization expense of approximately $19.9 million.

ADDITIONAL INFORMATION

     The air travel business historically fluctuates in response to general economic conditions. The airline industry is sensitive to changes in economic conditions that affect business and leisure travel and is highly susceptible to unforeseen events that result in declines in air travel, such as political instability, regional hostilities, recession, fuel price escalation, inflation, adverse weather conditions, consumer preferences, labor instability or regulatory oversight. The Company’s results of operations for interim periods are not necessarily indicative of those for an entire year, because the travel business is subject to seasonal fluctuations. Due to the greater demand for air and leisure travel during the summer months, revenues in the airline and leisure travel industries in the second and third quarters of the year tend to be greater than revenues in the first and fourth quarters of the year.

     This discussion contains various forward-looking statements and information that are based on management’s beliefs as well as assumptions made by and information currently available to management. When used in this document, the words “anticipate”, “estimate”, “project”, “expect” and similar expressions are intended to identify forward-looking statements. Any forward-looking statements speak only as of the date such statements are made. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, projected or expected. In addition to the factors identified above, among the key factors that may have a direct bearing on the Company’s results are:

• Competitive practices in the airline and travel industries generally and particularly in the Company’s principal markets;

• The ability of the Company to meet existing financial obligations in the event of adverse industry or economic conditions or to obtain additional capital to fund future commitments and expansion;

• The Company’s relationship with unionized employees generally and the impact of the process of negotiation of labor contracts on our operations;

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• The outcome of negotiations of collective bargaining agreements and the impact of those agreements on labor costs;

• The impact of current and future laws and governmental regulations affecting the airline industry and the Company’s operations.

     For additional discussion of such risks see the risk factors set forth below.

RISK FACTORS

     Our high leverage, fixed costs and the financial and other covenants in our debt instruments may limit our ability to fund general corporate requirements, limit our flexibility in responding to competitive developments and increase our vulnerability to adverse economic and industry conditions.

     As of June 30, 2001, we owed approximately $330.0 million of debt (excluding the mortgage financing of three aircraft completed since June 2001 in an aggregate principal amount of $87.0 million). Much of our debt is secured by a substantial portion of our assets, leaving us with limited assets to use to obtain additional financing. In addition, we have significant capitalized and operating lease obligations incurred in connection with the financing of aircraft and the lease of airport and other facilities and we have fixed costs in connection with our regional alliances with Mesa airlines and Chautauqua Airlines. Our high leverage, lease obligations and other fixed costs, and the financial and other covenants in our debt instruments may limit our ability to borrow additional amounts and to fund general corporate requirements, including working capital and capital expenditures, may limit our flexibility in responding to competitive developments and adverse market conditions any may increase our vulnerability to adverse economic and industry conditions.

     We also have outstanding orders to purchase aircraft. While we have arranged for financing for all aircraft deliveries scheduled through November 2002, we have firm orders to purchase an additional 20 aircraft between December 2002 and December 2004 that will require additional financing. We cannot guarantee that we will be able to obtain enough capital to finance the remainder of the aircraft, and if we default on our commitments to purchase aircraft, our ability to execute our business strategy could be materially impaired.

     We depend to a significant extent on our senior secured revolving credit facility to maintain our liquidity. As of June 30, 2001, we had $89.9 million drawn under this credit facility and a borrowing base of $90 million. The credit facility expires in December 2002, and we cannot assure you that we will be able to extend or refinance this facility on satisfactory terms, if at all.

     The credit facility contains customary covenants that restrict our ability to take certain actions and financial covenants that require us to meet and maintain certain financial tests and minimum ratios. During the second quarter of 2001, our lenders agreed to amend certain terms of our credit facility, including providing additional flexibility under the financial covenants. However, unless we satisfy certain additional criteria, including obtaining additional equity or debt financing in a threshold aggregate amount, certain of the amendments to our financial covenants are temporary. We cannot assure you that we will satisfy such additional criteria (see “Liquidity and Capital Resources —Sources and Uses of Cash” above). Nor can we assure you that we can comply with the covenants and meet the financial tests of our credit facility, even as amended. A breach of these covenants or the covenants in our other debt instruments could result in the acceleration of the indebtedness under our credit facility or under our other debt instruments. Any such breach could have a material adverse effect on our liquidity and financial condition.

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     The airline industry and the markets we serve are highly competitive and we may be unable to compete effectively against carriers with substantially greater resources or lower cost structures.

     The airline industry and most of the markets we serve are highly competitive. We compete with other airlines on the basis of pricing, scheduling (frequency and flight times), on-time performance, frequent flyer programs and other services. Our principal competitor is Southwest Airlines. We also compete against other existing carriers, many of which offer more extensive routes, frequencies and customer loyalty, marketing and advertising programs than we do. Some of our large competitors have substantially greater resources than we do. From time to time, we also compete with new carriers that enter the airline industry, which typically have low operating cost structures. We may be unable to compete effectively against carriers with substantially greater resources or lower cost structures. The entry of additional new carriers in our markets, the consolidation of existing carriers or increased competition from existing carriers, could adversely affect our operating results.

     Negotiations with labor unions could divert management attention, disrupt operations and increase our labor costs and operating expenses.

     Some of our employees are represented by unions. We currently are negotiating collective bargaining agreements with ALPA, which represents all of our approximately 1,700 pilots, and the IBT, which represents all of our approximately 60 stock clerks. On May 2, 2001, we filed for federal mediation with the National Mediation Board (the “NMB”) to facilitate contract negotiation with ALPA and on August 8, 2001, the IBT filed for mediation with the NMB in connection with the stock clerk negotiations. We cannot predict the outcome of federal mediation or negotiations with ALPA or IBT. In addition, other groups of employees may seek union representation. We cannot predict the outcome of any future negotiations relating to union representation or collective bargaining agreements. Agreements reached in collective bargaining may increase operating expenses and lower operating results and net income. This is particularly significant because our current employee costs contribute substantially to the low cost structure that we believe is one of our competitive strengths. In addition, negotiations with unions could divert management attention and disrupt operations, which may result in increased operating expenses and lower net income. If we are unable to negotiate acceptable collective bargaining agreements, we might have to wait through “cooling off” periods, which could be followed by union-initiated work actions, including strikes. Depending on their type and duration, work actions could disrupt our operations and, as a result, significantly adversely affect our operating results.

     Our business is sensitive to general economic conditions and seasonal fluctuations. As a result, our prior performance is not necessarily indicative of our future results.

     The air travel business historically fluctuates on a seasonal basis and in response to general economic conditions. Due to the greater demand for air and leisure travel during the summer months, revenues in the airline industry in the second and third quarters of the year tend to be greater than revenues in the first and fourth quarters of the year. In addition, the airline industry is highly susceptible to unforeseen events that result in declines in revenues or increased costs, such as political instability, regional hostilities, recession, fuel price escalation, inflation, adverse weather conditions, consumer preferences, labor instability or regulatory oversight. Also, our results of operations for interim periods are not necessarily indicative of those for an entire year and our prior results are not necessarily indicative of our future results.

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     Fluctuations in fuel costs could adversely affect our operating expenses and results.

     The price and supply of jet fuel are unpredictable and fluctuate based on events outside our control, including geopolitical developments, regional production patterns and environmental concerns. Since fuel is the principal raw material used in our business, accounting for 16.2% of our total operating expenses in 2000, price escalations or reductions in the supply of jet fuel will increase our operating expenses and cause our operating results and net income to decline. For example, with our current level of fuel consumption, a one cent per gallon increase in jet fuel prices will cause our annual operating expense to increase by $4.7 million.

     We have implemented a fuel hedging program to manage the risk and effect of fluctuating jet fuel prices on our business. Our hedging program is similar to hedging programs employed by other major airlines and is intended to offset increases in jet fuel costs by using derivative instruments keyed to the future price of heating oil, which is highly correlated to the price of jet fuel delivered on the East Coast. Despite this program, we are not fully protected against increasing jet fuel costs because our hedging program does not cover all of our projected fuel volumes for 2001 and we have not executed hedging transactions beyond March 31, 2002. Furthermore, our ability to effectively hedge fuel prices is limited because we purchase a substantially larger portion of our jet fuel requirements on the West Coast than our large competitors and West Coast fuel prices are less correlated to heating oil prices and other viable petroleum derivatives than East Coast fuel prices and, therefore, more difficult to hedge.

     Our operating costs could increase as a result of past, current or new regulations that impose additional requirements and restrictions on airline operations.

     The airline industry is heavily regulated. Both federal and state governments from time to time propose laws and regulations that impose additional requirements and restrictions on airline operations. Implementing these measures, such as aviation ticket taxes and passenger safety measures, has increased operating costs for us and the airline industry as a whole. Depending on the implementation of these and other laws, our operating costs could increase significantly. In addition, certain governmental agencies, such as the DOT and the Federal Aviation Administration have the authority to impose mandatory orders, such as Airworthiness Directives in connection with our aircraft, and civil penalties for violations of applicable laws and regulations, each of which can result in material costs and adverse publicity. We cannot predict which laws and regulations will be adopted or what other action might be taken by regulators. Accordingly, we cannot guarantee that future legislative and regulatory acts will not have a material impact on our operating results.

     Because our credit rating was recently downgraded and our ratings outlook was revised to negative, our borrowing costs may increase and our ability to incur additional debt may be impaired.

     On April 19, 2001, Moody’s downgraded our senior implied rating to B2 from B1 and our senior unsecured debt rating to B3 from B1. As a result of this downgrade, our borrowing costs may increase, which would increase our interest expense and could affect our net income. In addition, this downgrade could affect our ability to obtain additional financing. On April 19, 2001, Moody’s also revised its ratings outlook from stable to negative. In addition, on June 18, 2001, Standard & Poor’s revised its ratings outlook from stable to negative. A negative outlook suggests a further downgrade may occur in the future. A future downgrade could negatively impact our borrowing costs and the prices of any securities we have outstanding. (See “Our high leverage, fixed costs and the financial and other covenants in our debt instruments may limit our ability to fund general corporate requirements, limit our flexibility in responding to competitive developments and increase our vulnerability to adverse economic and industry conditions” above.)

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     We depend on the expertise of our management team. If key individuals leave unexpectedly, our business and operations could suffer.

     Many of our executive officers are key to the management of our business and operations. Our future success depends on our ability to retain these officers and other capable managers. Although we have developed a management succession plan and believe we could replace key personnel given adequate prior notice, the unexpected departure of key executive officers could cause substantial disruption to our business and operations. In addition, although we believe that we can retain and recruit talented personnel, we may incur substantial costs to do so, and if we are unable to do so our business and operations may suffer.

     The stockholders who effectively control the voting power of our parent company could take actions that would favor their own personal interests to the detriment of our interests.

     Currently, three stockholders collectively control in excess of 50% of the total voting power of Holdings, our parent corporation. These stockholders, TPG Partners, L.P., TPG Parallel I, L.P. and Air Partners II, L.P. are all controlled by the same company, TPG Advisors, Inc. Since TPG Advisors, Inc. is an investment firm, its strategic objectives may be different than both the short-term or long-term objectives of our board of directors and management. We cannot guarantee that the controlling stockholders identified above will not try to influence Holdings’ business in a way that would favor their own personal interests to the detriment of our interests. Because Holdings owns all of our outstanding shares, these three stockholders of Holdings effectively may be able to control our airline activities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Sensitive Instruments

(a) Commodity Price Risk

     As of June 30, 2001, the Company had entered into fixed price heating oil swaps and costless collar transactions, which establish upper and lower limits on heating oil futures prices. Further, the Company had entered into jet fuel basis swaps, which establish fixed price differentials between spot jet fuel prices and heating oil futures prices. These transactions are in place with respect to approximately 46% of remaining projected fuel requirements for 2001, including 60% of the anticipated fuel requirements for the third quarter 2001 and 31% of the anticipated fuel requirements for the fourth quarter 2001. In addition, the Company has hedged approximately 10% of its anticipated fuel requirements for the first quarter of 2002.

     The use of such transactions in the Company’s fuel hedging program could result in the Company not fully benefiting from certain declines in heating oil futures prices or certain declines in the differential between jet fuel and heating oil futures prices. At June 30, 2001, the Company estimates that a 10% increase in heating oil futures prices would have changed the fair value of the swap and costless collar transactions by approximately $3.3 million while a 10% decrease in heating oil futures prices would have changed the fair value by approximately $2.4 million. Further, a 10% change in the price spread between jet fuel and heating oil futures prices would have changed the fair value of these basis swap transactions by approximately $79,000.

     As of July 31, 2001, approximately 43% of AWA’s remaining 2001 fuel requirements are hedged.

22

AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

(c) Interest Rate Risk

     The Company’s exposure to interest rate risk relates primarily to its variable rate long-term debt obligations. At June 30, 2001 the Company’s variable-rate long-term debt obligations of approximately $69.3 million represented approximately 35.2% of its total long-term debt. If interest rates increased 10% in 2001, the impact on the Company’s results of operations would not be material.

23

AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

PART II —OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits

EXHIBIT
NUMBER	DESCRIPTION AND METHOD OF FILING
*3.4	Restated Bylaws of Holdings.
*10.47	Amendment No. 1, dated April 16, 2001, to Revolving Credit Agreement dated as of December 10, 1999, among AWA and The Industrial Bank of Japan, Limited, Citicorp USA, Inc., Salomon Smith Barney Inc. and Bankers Trust Company (the “Credit Agreement”)
*10.48	Amendment No. 2, dated July 31, 2001, to the Credit Agreement.
*10.49	Amendment No. 3, dated July 31, 2001, to the Credit Agreement.

* Filed herewith.

b.	Reports on Form 8-K
	Holdings filed a report on Form 8-K, dated June 5, 2001, furnishing under item 9 a press release, dated June 5, 2001, setting forth certain data regarding AWA’s fleet plan, unit costs, operating statistics, fuel and performance statistics.
	AWA filed a report on Form 8-K, dated May 22, 2001, describing under item 5 the completion of the private placement of $427 million of Enhanced Equipment Trust Certificates and furnishing a copy of the press release dated May 18, 2001 announcing such private placement.

24

AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		AMERICA WEST AIRLINES, INC.
		By   /s/ Thomas K. MacGillivray         Thomas K. MacGillivray         Senior Vice President and Chief Financial Officer
DATED:	August 14, 2001

25

AMERICA WEST AIRLINES, INC.
JUNE 30, 2001

EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION AND METHOD OF FILING
*3.4	Restated Bylaws of Holdings.
*10.47	Amendment No. 1, dated April 16, 2001, to Revolving Credit Agreement dated as of December 10, 1999, among AWA and The Industrial Bank of Japan, Limited, Citicorp USA, Inc., Salomon Smith Barney Inc. and Bankers Trust Company (the “Credit Agreement”)
*10.48	Amendment No. 2, dated July 31, 2001, to the Credit Agreement.
*10.49	Amendment No. 3, dated July 31, 2001, to the Credit Agreement.
*	Filed herewith.

26 EX-3.4 3 p65392ex3-4.txt EX-3.4 1 EXHIBIT 3.4 BYLAWS OF AMERICA WEST HOLDINGS CORPORATION DECEMBER 19, 1996 2 TABLE OF CONTENTS

PAGE ARTICLE I - OFFICES............................................................. 1 ARTICLE II - SEAL............................................................... 1 ARTICLE III - MEETINGS OF STOCKHOLDERS.......................................... 1 Section 3.01 Place of Meetings........................................... 1 Section 3.02 Annual Meetings............................................. 1 Section 3.03 Special Meetings............................................ 2 Section 3.04 Action by Consent in Lieu of a Meeting...................... 2 Section 3.05 Notice of Meetings.......................................... 2 Section 3.06 Stockholder Notices......................................... 2 Section 3.07 Adjourned Meetings.......................................... 3 Section 3.08 Quorum and Adjournment...................................... 3 Section 3.09 Majority Vote Required...................................... 3 Section 3.10 Manner of Voting............................................ 3 Section 3.11 Proxies..................................................... 4 Section 3.12 Presiding Officer and Secretary............................. 4 Section 3.13 Disregard of Nomination or Proposal......................... 4 Section 3.14 Inspections of Elections.................................... 4 ARTICLE IV - DIRECTORS.......................................................... 4 Section 4.01 Powers...................................................... 4 Section 4.02 Number and Classification................................... 5 Section 4.03 Nominations................................................. 5 Section 4.04 Resignations................................................ 5 Section 4.05 Removal..................................................... 5 Section 4.06 Vacancies................................................... 5 Section 4.07 Presiding Officer and Secretary............................. 6 Section 4.08 Annual Meetings............................................. 6 Section 4.09 Regular Meetings............................................ 6 Section 4.10 Special Meetings............................................ 6 Section 4.11 Quorum and Powers of a Majority............................. 6 Section 4.12 Waiver of Notice............................................ 7 Section 4.13 Manner of Acting............................................ 7 Section 4.14 Compensation................................................ 7 Section 4.15 Committees.................................................. 7 Section 4.16 Committee Procedure......................................... 8 Section 4.17 Executive Committee......................................... 8 ARTICLE V - OFFICERS............................................................ 9 Section 5.01 Number...................................................... 9 Section 5.02 Election of Officers, Qualification and Term................ 9 Section 5.03 Removal..................................................... 10

i. 3 TABLE OF CONTENTS (CONTINUED)

PAGE Section 5.04 Resignations................................................ 10 Section 5.05 Vacancies................................................... 10 Section 5.06 Salaries.................................................... 10 Section 5.07 The Chairman of the Board................................... 10 Section 5.08 The President............................................... 10 Section 5.09 The Vice Presidents......................................... 11 Section 5.10 The Secretary and the Assistant Secretary................... 11 Section 5.11 The Treasurer and the Assistant Treasurer................... 11 Section 5.12 Treasurer's Bond............................................ 12 Section 5.13 Chief Executive Officer..................................... 12 Section 5.14 Chief Operating Officer..................................... 12 ARTICLE VI - STOCK.............................................................. 12 Section 6.01 Certificates................................................ 12 Section 6.02 Transfers................................................... 13 Section 6.03 Lost, Stolen or Destroyed Certificates...................... 13 Section 6.04 Record Date................................................. 13 Section 6.05 Registered Stockholders..................................... 13 Section 6.06 Additional Powers of the Board.............................. 14 ARTICLE VII - LIMITATIONS OF OWNERSHIP BY NON-CITIZENS.......................... 14 Section 7.01 Definitions................................................. 14 Section 7.02 Policy...................................................... 15 Section 7.03 Foreign Stock Record........................................ 15 Section 7.04 Suspension of Voting Rights................................. 15 Section 7.05 Beneficial Ownership Inquiry................................ 16 ARTICLE VIII - MISCELLANEOUS.................................................... 16 Section 8.01 Place and Inspection of Books............................... 16 Section 8.02 Indemnification of Directors, Officers, Employees and Agents 17 Section 8.03 Dividends................................................... 19 Section 8.04 Execution of Deeds, Contracts, and Other Agreements and Instruments ................................................ 19 Section 8.05 Checks...................................................... 20 Section 8.06 Voting Shares in Other Corporations......................... 20 Section 8.07 Fiscal Year................................................. 20 Section 8.08 Gender/Number............................................... 20 Section 8.09 Paragraph Titles............................................ 20 Section 8.10 Amendment................................................... 20 Section 8.11 Certificate of Incorporation................................ 20

ii. 4 BYLAWS OF AMERICA WEST HOLDINGS CORPORATION (as effective on December 19, 1996) ARTICLE I OFFICES In addition to its registered office in the state of Delaware, the Corporation shall have a general office at Maricopa County, Arizona, and such other offices, either within or without the State of Delaware, at such locations as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II SEAL The Corporation shall have a seal, which shall have inscribed thereon its name and year of incorporation and the words, "Corporate Seal Delaware." The seal shall be kept in safe custody by the Secretary of the Corporation. It shall be affixed by the Chairman of the Board, the President or any Vice President, the Secretary or any Assistant Secretary, or the Treasurer to any corporate instrument or document requiring it, by practice or by law, and when so affixed, it may be attested by the signature of the officer so affixing it. ARTICLE III MEETINGS OF STOCKHOLDERS SECTION 3.01 PLACE OF MEETINGS. All meetings of stockholders of the Corporation shall be held at the general office of the Corporation in Maricopa County, State of Arizona, unless otherwise specified in the notice calling any such meeting. SECTION 3.02 ANNUAL MEETINGS. (a) All annual meetings of stockholders shall be held on the first Tuesday of May, if not a legal holiday, and if a legal holiday, then on the next business day following, or at such other time, date and place as shall be determined by the Board of Directors from time to time. (b) At each annual meeting the stockholders shall, by plurality of the votes cast, elect Directors and transact such other business as may properly be brought before them. 1. 5 (c) The Board of Directors may, in advance of any annual or special meeting of the stockholders, adopt an agenda for such meeting, adherence to which the Chairman of the Board may enforce. SECTION 3.03 SPECIAL MEETINGS. Special meetings of the stockholders of the Corporation, for any purpose or purposes, unless otherwise prescribed herein or by statute, may be called by the Chairman of the Board and shall be called by the Secretary at the written request, or by resolution adopted by the affirmative vote, of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting. Stockholders of the Corporation shall not be entitled to request a special meeting of the stockholders. SECTION 3.04 ACTION BY CONSENT IN LIEU OF A MEETING. Stockholders may act by consent in lieu of a meeting in accordance with Delaware Law only in the removal of directors in accordance with the Certificate of Incorporation of the Corporation. SECTION 3.05 NOTICE OF MEETINGS. (a) Notices of meetings of stockholders shall be in writing and shall state the place (which may be within or without the state of Delaware), date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which a meeting is called. No business other than that specified in the notice thereof shall be transacted at any special meeting. (b) Such notice shall either be delivered personally or mailed, postage prepaid, to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting. If mailed, the notice shall be directed to the stockholder at his or her address as it appears on the records of the Corporation. Personal delivery of any such notice to any officer of a corporation or association or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. (c) Notice of any meeting of stockholders need not be given to any stockholder if waived by such stockholder in writing, whether before or after such meeting is held, or if such stockholder shall sign the minutes or attend the meeting. SECTION 3.06 STOCKHOLDER NOTICES. (a) At any meeting of the stockholders, only such business shall be conducted, and only such proposals shall be acted upon as shall have been brought before the meeting (i) by, or at the direction of the Board of Directors or (ii) by any stockholder who complies with the notice procedures set forth in this Section 3.06 (or for election of directors, with the notice provisions set forth in Section 4.03). (b) For a proposal to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary. To be timely, a stockholder's notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the scheduled annual meeting, regardless of any postponements, deferrals or adjournments of that meeting to a later date; provided, 2. 6 however, that if less than 70 days notice or prior public disclosure of the date of the scheduled annual meeting is given or made, notice by the stockholder to be timely must be so delivered or received no later than the close of business on the tenth day following the earlier of the day on which such notice of the date of the scheduled annual meeting was mailed or the day on which such public disclosure was made. (c) A stockholder's notice to the Secretary shall in addition set forth as to each matter the stockholder proposes to bring before the meeting (i) a brief description of the proposal desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business, (iii) the class and number of shares which are beneficially owned by the stockholder on the date of such stockholder notice and (iv) any material interest of the stockholder in such proposal. SECTION 3.07 ADJOURNED MEETINGS. When a meeting is adjourned to another time or place, unless otherwise provided by these Bylaws, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders may transact any business which might have been transacted at the original meeting. If an adjournment is for more than 30 days or if after an adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting. SECTION 3.08 QUORUM AND ADJOURNMENT. Except as otherwise provided by law, by the Certificate of Incorporation of the Corporation or by these Bylaws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, and the voting rights of which are not suspended, shall be requisite and shall constitute a quorum for the transaction of business at all meetings of stockholders. If, however, such majority shall not be present or represented at any meeting of stockholders, the stockholders present, although less than a quorum, shall have the power to adjourn the meeting. SECTION 3.09 MAJORITY VOTE REQUIRED. When a quorum is present at any meeting of stockholders, the affirmative vote of the majority of the aggregate voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall constitute the act of the stockholders, unless by express provision of law, the Certificate of Incorporation or these Bylaws a different vote is required, in which case such express provision shall govern and control. SECTION 3.10 MANNER OF VOTING. At each meeting of stockholders, each stockholder having the right to vote, and whose voting rights have not been suspended shall be entitled to vote in person or by proxy. Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed before being voted. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date 3. 7 fixed, as provided in Section 6.04 of these Bylaws, for the determination of stockholders entitled to vote at such meeting. All elections of directors shall be by written ballot. SECTION 3.11 PROXIES. (a) At any meeting of stockholders, any stockholder may be represented and vote by proxy or proxies appointed by a written form of proxy. In the event that any form of proxy shall designate two or more persons to act as proxies, a majority of such persons present at the meeting or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by the form of proxy upon all of the persons so designated unless the form of proxy shall otherwise provide. (b) The Board of Directors may, in advance of any annual or special meeting of the stockholders, prescribe additional regulations concerning the manner of execution and filing of proxies and the validation of the same, which are intended to be voted at any such meeting. SECTION 3.12 PRESIDING OFFICER AND SECRETARY. At each meeting of stockholders, the Chairman of the Board shall preside and the Secretary shall act as Secretary of the meeting. SECTION 3.13 DISREGARD OF NOMINATION OR PROPOSAL. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the person presiding over any meeting of the stockholders shall have the power and duty to determine whether a nomination or any other business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Article III or Section 4.03 and, if any proposed nomination or business is not in compliance with such provisions, to declare that such defective proposal or nomination shall be disregarded. SECTION 3.14 INSPECTIONS OF ELECTIONS. The Board of Directors by resolution shall appoint one or more inspectors of election (which may include individuals who serve the Corporation in other capacities including, without limitation, as officers, employees, agents or representatives of the Corporation) to act at any meeting of the stockholders and make a written report thereof. Such appointments shall be made in accordance with, and each inspector shall have the duties prescribed by, Section 231 of the General Corporation Law of the State of Delaware (the "DGCL"). ARTICLE IV DIRECTORS SECTION 4.01 POWERS. The Board of Directors shall exercise all of the power of the Corporation except such as are by law, or by the Certificate of Incorporation of this Corporation or by these Bylaws conferred upon or reserved to the stockholders of any class or classes. 4. 8 SECTION 4.02 NUMBER AND CLASSIFICATION. (a) The authorized number of directors of the corporation shall be twelve (12), until such number is changed by an amendment to this Bylaw duly adopted by the Board of Directors or by proper action of the Stockholders. Directors need not be stockholders unless so required by the Certificate of Incorporation. Each director shall hold office until the election and qualification of his or her successor or until his or her resignation, disqualification, removal or death. (b) Subject to and at such time as provided in the Certificate of Incorporation, the number of Directors shall be divided into three classes, as nearly equal in number as may be, to serve staggered three-year terms on the Board of Directors. In the case of any increase in the number of Directors of the Corporation, the additional Directors shall be classified so that all classes of Directors shall be increased equally as nearly as may be, and the additional Directors shall be elected as provided herein by the Directors or by the stockholders at an annual meeting. In case of any decrease in the number of Directors of the Corporation, all classes of Directors shall be decreased equally, as nearly as may be. Election of Directors shall be conducted as provided in the Certificate of Incorporation, in these Bylaws, or by applicable law. (c) At all times the composition of the Board of Directors shall comply in all respects with the U.S. citizenship requirements of the Act (as hereinafter defined). SECTION 4.03 NOMINATIONS. Except as otherwise provided in the Stockholders' Agreement, no person shall be elected to the Board of Directors of this Corporation at an annual meeting of the stockholders, or at a special meeting called for that purpose, unless a written nomination of such person to the Board of Directors (i) by a stockholder of the Corporation who is entitled to vote at such meeting shall be received by the Secretary of the Corporation at least 90 days prior to such meeting or (ii) is made by or at the direction of the Board of Directors. SECTION 4.04 RESIGNATIONS. Any Director may resign at any time by giving written notice to the Board of Directors or the Secretary. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective. SECTION 4.05 REMOVAL. Except as otherwise provided in the Stockholders' Agreement, at any special meeting of the stockholders duly called as provided herein, any Director may, by a vote of the holders of stock representing a majority of the voting power of all the shares of stock issued and outstanding and entitled to vote thereat, be removed from office with or without cause, and the successor of the Director so removed may be elected at such meeting. Stockholders shall have the right to act by written consent only in the removal of directors in accordance with the Stockholders' Agreement or any other voting agreement by and between GPA Group plc and AmWest Partners, L.P. and their successors and assigns for so long as any such agreement remains in force and effect. In the absence of such an election, any vacancy may be filled as provided in Section 4.06. SECTION 4.06 VACANCIES. (a) Except as otherwise provided in the Stockholders' Agreement, in case any vacancy shall occur on the Board of Directors because of death, resignation, retirement, disqualification, removal, an increase in the authorized number of Directors or any other cause, the Board of Directors may, at any meeting, by resolution adopted by the affirmative vote of a majority of the Directors then in office, though less than a quorum, elect a Director to fill such vacancy. 5. 9 (b) If, as a result of a disaster or emergency (as determined in good faith by the then remaining Directors), it becomes impossible to ascertain whether or not vacancies exist on the Board of Directors, and a person is or persons are elected by Directors, who in good faith believe themselves to be a majority of the remaining Directors, to fill a vacancy or vacancies that said remaining Directors in good faith believe exists, then the acts of such person or persons who are so elected as Directors shall be valid and binding upon the Corporation and the stockholders, although it may subsequently develop that at the time of the election (i) there was in fact no vacancy or vacancies existing on the Board of Directors, or (ii) the Directors who so elected such person or persons did not in fact constitute a majority of the remaining Directors. SECTION 4.07 PRESIDING OFFICER AND SECRETARY. At each meeting of the Board of Directors, the Chairman of the Board shall preside, and the Secretary shall act as secretary of the meeting. SECTION 4.08 ANNUAL MEETINGS. The Board of Directors shall meet each year immediately following the annual meeting of stockholders, at the place where such meeting of stockholders has been held, or at such other place as shall be fixed by the person presiding over the meeting of the stockholders at which such Directors are elected, for the purpose of organization, election of officers, and consideration of such other business as the Board considers relevant to the management of the Corporation. SECTION 4.09 REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held on such dates and at such times and places, within or without the state of Delaware, as shall from time to time be determined by the Board of Directors; provided, however, that the Board of Directors shall hold at least four regular meetings in each year. In the absence of any such determination, such meetings shall be held at such times and places, within or without the State of Delaware, as shall be designated by the Chairman of the Board on not less than three calendar days' notice (specifying the time and place of the meeting and the agenda therefor) to each Director, given verbally or in writing either personally, by telephone, by facsimile transmission, by mail, by telegram or by telex. SECTION 4.10 SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board at such times and places, within or without the State of Delaware, as he or she shall designate, on not less than three calendar days' notice (specifying the time and place of the meeting and the agenda therefor) to each Director, given verbally or in writing either personally, by telephone, by facsimile transmission, by mail, by telegram or by telex. Special meetings shall be called by the Secretary on like notice at the written request of a majority of the Directors. SECTION 4.11 QUORUM AND POWERS OF A MAJORITY. At all meetings of the Board of Directors and of each committee thereof, a majority of the members shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Board of Directors or such committee, unless by express provision of law, 6. 10 of the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control. In the absence of a quorum, a majority of the members present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting from time to time until a quorum is present. SECTION 4.12 WAIVER OF NOTICE. Notice of any meeting of the Board of Directors, or any committee thereof, need not be given to any member if waived by him or her in writing, whether before or after such meeting is held, or if he or she shall sign the minutes or attend the meeting. SECTION 4.13 MANNER OF ACTING. (a) Members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. (b) Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. SECTION 4.14 COMPENSATION. (a) The Board of Directors, by a resolution or resolutions may fix, and from time to time change, the compensation of Directors. (b) Each Director shall be entitled to reimbursement from the Corporation for his or her reasonable expenses incurred in attending meetings of the Board of Directors or any committee thereof. (c) Nothing contained in these Bylaws shall be construed to preclude any Director from serving the Corporation in any other capacity and from receiving compensation from the Corporation for service rendered to it in such other capacity. SECTION 4.15 COMMITTEES. The Board of Directors may, by resolution or resolutions adopted by the affirmative vote of a majority of the Board of Directors, designate one or more committees, each committee to consist of two or more Directors, which to the extent provided in said resolution or resolutions shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that no such committee shall have the power to (i) elect Directors, (ii) alter, amend, or repeal these Bylaws or any resolution of the Board relating to such committee, (iii) appoint any member of such committee, (iv) declare any dividend or make any other distribution to the stockholders of the Corporation or (v) take any other actions which may lawfully be taken only by the full Board of Directors. Such committee or committees shall have such name or names as may be determined from time to time by resolutions adopted by the Board of Directors. 7. 11 SECTION 4.16 COMMITTEE PROCEDURE. (a) Except as otherwise provided by these Bylaws, each committee shall adopt its own rules governing the time, place and method of holding its meetings and the conduct of its proceedings and shall meet as provided by such rules or by resolution of the Board of Directors. Unless otherwise provided by these Bylaws or any such rules or resolutions, notice of the time and place of each meeting of a committee shall be given to each member of such committee as provided in Section 4.10 of the Bylaws with respect to notices of special meetings of the Board of Directors. (b) Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. (c) Any member of any committee, other than a member thereof serving ex-officio, may be removed from such committee either with or without cause, at any time, by resolution adopted by the affirmative vote of a majority of the Board of Directors at any meeting thereof. Any vacancy in any committee shall be filled by the Board of Directors in the manner prescribed by these Bylaws for the original appointment of the members of such committee. SECTION 4.17 EXECUTIVE COMMITTEE. There shall be established an Executive Committee consisting of three (3) members. The Chairman of the Board shall be a member and shall act as Chairman of the Executive Committee. In addition, the Board of Directors shall elect from its members the remaining members of the Executive Committee. The Executive Committee shall, to the full extent of the DGCL, have and may exercise in the intervals between meetings of the Board of Directors, all the powers of the whole Board of Directors in its management of the affairs and business of the Corporation, except the power or authority to: (a) amend the Certificate of Incorporation; (b) adopt any agreement of merger or consolidation; (c) recommend to stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets; (d) recommend to stockholders a dissolution of the Corporation or a revocation of a dissolution; (e) amend these Bylaws; (f) appoint or remove a member of any committee established by the Board of Directors, fill vacancies on the Board of Directors, remove an officer elected by the Board of Directors, or raise or lower any officer's salary; or 8. 12 (g) declare dividends or authorize the issuance of stock. Meetings of the Executive Committee may be called at any time by the Chairman of the Board and shall be held at the general office of the Corporation or at such other place, within or without the State of Delaware, as the Chairman of the Board may designate, on not less than one day's notice to each member of the Executive Committee, given verbally or in writing either personally, by telephone, by facsimile transmission, by mail, by telegram or telex. ARTICLE V OFFICERS SECTION 5.01 NUMBER. (a) The officers of the corporation shall include a Chief Executive Officer, a President, one or more Vice Presidents (including one or more Executive Vice Presidents and one or more Senior Vice Presidents if deemed appropriate by the Board of Directors), a Secretary and a Treasurer. The Board of Directors shall also elect a Chairman of the Board pursuant to Section 5.02. The Board of Directors may also elect such other officers as the Board of Directors may from time to time deem appropriate or necessary. Except for the Chairman of the Board, none of the officers of the Corporation need be a Director of the Corporation. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity. (b) The Chairman of the Board shall be the Chief Executive Officer unless the Board of Directors, by resolution adopted by the affirmative vote of not less than a majority of the Directors then in office, designates the President or some other person as Chief Executive Officer. The President shall be the Chief Operating Officer. If at any time the offices of the Chairman of the Board and Chief Executive Officer shall not be filled, the President shall also be the Chief Executive Officer. (c) The Board of Directors may delegate to the Chief Executive Officer the power to appoint one or more employees of the corporation as divisional or departmental vice presidents and fix the duties of such appointees. However, no such divisional or departmental vice president shall be considered as an officer of the Corporation, the officers of the Corporation being limited to those officers elected by the Board of Directors. SECTION 5.02 ELECTION OF OFFICERS, QUALIFICATION AND TERM. The officers of the Corporation to be elected by the Board of Directors shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the stockholders. Each such officer shall hold office for one year and until a successor shall have been duly elected and shall qualify in his or her stead unless the Board of Directors shall have provided by contract or otherwise in any particular case, or until such officer shall have resigned and his or her resignation shall have become effective, or until such officer shall have been removed in the manner hereinafter provided. 9. 13 Notwithstanding anything in this Section 5.02 to the contrary, the Chairman of the Board may be elected only by the vote of a majority of the Directors then in office (who may include the Director who is or is to be the Chairman of the Board). SECTION 5.03 REMOVAL. Except as otherwise expressly provided in a contract duly authorized by the Board of Directors, any officer elected by the Board of Directors may be removed, either with or without cause, at any time by resolution adopted by the affirmative vote of a majority of the Board of Directors at any meeting thereof; provided, however, that the Chairman of the Board may be removed by the vote of a majority of the Directors then in office (excluding the Director who is the Chairman of the Board). SECTION 5.04 RESIGNATIONS. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. SECTION 5.05 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause may be filled for the unexpired portion of the term by election by the Board of Directors at any meeting thereof. SECTION 5.06 SALARIES. The salaries of all officers of the Corporation shall be fixed by the Board of Directors from time to time, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. SECTION 5.07 THE CHAIRMAN OF THE BOARD. (a) The Chairman of the Board shall have the powers and duties customarily and usually associated with the office of the Chairman of the Board. The Chairman of the Board shall preside at meetings of the stockholders and of the Board of Directors. In the event of the Chairman of the Board's absence or disability and the absence or disability of the President, the Chairman of the Board shall have the power to designate any Director to preside at any or all meetings of the Board of Directors, and the power to designate any Director or any Vice President to preside at any or all meetings of the stockholders. (b) If at any time the office of President shall not be filled, or in the event of the disability of the President, the Chairman of the Board (if one shall be elected) shall have the duties and powers of the President. The Chairman of the Board shall have such other powers and perform such greater or lesser duties as may be delegated to him or her from time to time by the Board of Directors. SECTION 5.08 THE PRESIDENT. In the event of the disability of the Chairman of the Board, the President shall have the powers and duties of the Chairman of the Board. The President shall serve as chief operating officer and shall have such other 10. 14 powers and perform such other duties as may be delegated to him or her from time to time by the Board of Directors or the Chairman of the Board. SECTION 5.09 THE VICE PRESIDENTS. Each Vice President shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors, the Chairman of the Board or the President. SECTION 5.10 THE SECRETARY AND THE ASSISTANT SECRETARY. (a) The Secretary shall attend meetings of the Board of Directors and meetings of the stockholders and record all votes and minutes of all such proceedings in a book kept for such purpose and shall perform like duties for the committees of Directors as provided for in these Bylaws when required. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors (except in case of meetings called by the Chairman of the Board in accordance with Sections 4.09 or 4.10). He or she shall have charge of the stock ledger (unless responsibility for maintaining the stock ledger is delegated to a transfer agent by the Board of Directors pursuant to Section 6.06) and such other books and papers as the Board of Directors may direct. He or she shall have all such further powers and duties as generally are incident to the position of Secretary or as may from time to time be assigned to him or her by the Board of Directors or the Chairman of the Board. (b) Each Assistant Secretary shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors, the Chairman of the Board or the Secretary. In case of the absence or disability of the Secretary, the Assistant Secretary designated by the Secretary (or, in the absence of such designation, the senior Assistant Secretary) shall perform the duties and exercise the powers of the Secretary. SECTION 5.11 THE TREASURER AND THE ASSISTANT TREASURER. (a) The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He or she may endorse all commercial documents requiring endorsements for or on behalf of the Corporation and may sign all receipts and vouchers for payments made to the Corporation. (b) The Treasurer shall disburse funds of the Corporation as may from time to time be ordered by the Board of Directors, taking proper vouchers for such disbursements, and render to the Board of Directors, the Chairman of the Board and President, whenever they may require it, an account of all transactions undertaken by him or her as Treasurer and of the financial condition of the Corporation. (c) The Treasurer shall also maintain adequate records of all assets, liabilities and transactions of the corporation and shall see that adequate audits thereof are currently and regularly made. The Treasurer shall have such other powers and perform 11. 15 such other duties that generally are incident to the position of Treasurer or as may from time to time be assigned to him or her by the Board of Directors, the Chairman of the Board or the President. (d) Each Assistant Treasurer shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors, the Chairman of the Board, the President or the Treasurer. In case of the absence or disability of the Treasurer, the Assistant Treasurer designated by the Treasurer (or, in the absence of such designation, the senior Assistant Treasurer) shall perform the duties and exercise the powers of the Treasurer. SECTION 5.12 TREASURER'S BOND. If required by the Board of Directors, the Treasurer or any Assistant Treasurer shall give the Corporation a bond in such form and with such surety or sureties as are satisfactory to the Board of Directors for the faithful performance of the duties of office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. SECTION 5.13 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have, subject to the supervision, direction and control of the Board of Directors, the general powers and duties of supervision, direction and management of the affairs and business of the Corporation usually vested in the chief executive officer of a Corporation, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. If at any time the office of Chairman of the Board shall not be filled, the Chief Executive Officer shall have the powers and duties of the Chairman of the Board. SECTION 5.14 CHIEF OPERATING OFFICER. The Chief Operating Officer shall, subject to the supervision, direction and control of the Chief Executive Officer and the Board of Directors, manage the day-to-day operations of the Corporation and, in general, shall assist the Chief Executive Officer. ARTICLE VI STOCK SECTION 6.01 CERTIFICATES. Certificates or shares of the stock of the Corporation shall be issued under the seal of the Corporation, or facsimile thereof, and shall be numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall bear a serial number, shall exhibit the holder's name and the number of shares evidenced thereby, and shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the Chief Executive Officer or the President or any Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been 12. 16 placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person or entity were such officer, transfer agent or registrar at the date of issue. SECTION 6.02 TRANSFERS. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate for the shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer; provided, however, such succession, assignment, or transfer is not prohibited by the Certificate of Incorporation, the Bylaws, applicable law, or contract. Thereupon, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. SECTION 6.03 LOST, STOLEN OR DESTROYED CERTIFICATES. Any person claiming a certificate of stock to be lost, stolen or destroyed shall make an affidavit or an affirmation of that fact, and shall give the Corporation a bond of indemnity in satisfactory form and with one or more satisfactory sureties, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed. SECTION 6.04 RECORD DATE. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors shall fix, in advance, a record date, which shall not be more than 60 nor less than ten days before the date of such meeting, nor more than 60 days prior to any other action. (b) If no record date is fixed by the Board of Directors, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived by all stockholders entitled to vote at the meeting, at the close of business on the day next preceding the day on which the meeting was held and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. (c) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. SECTION 6.05 REGISTERED STOCKHOLDERS. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares as the person entitled to exercise the rights referred to in Section 6.04 and shall 13. 17 not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Delaware. SECTION 6.06 ADDITIONAL POWERS OF THE BOARD. (a) In addition to those powers set forth in Section 4.01, the Board of Directors shall have power and authority to make all such rules and regulations as it shall deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. (b) The Board of Directors may appoint and remove transfer agents and registrars of transfers, and may require all stock certificates to bear the signature of any such transfer agent and/or any such registrar of transfers. (c) The Board of Directors shall have power and authority to create and issue (whether or not in connection with the issue and sale of any stock or other securities of the Corporation) warrants, rights or options entitling the holders thereof to purchase from the Corporation any shares of any class or classes or any other securities of the Corporation for such consideration and to such persons, firms or corporations as the Board of Directors, in its sole discretion, may determine, setting aside from the authorized but unissued stock of the Corporation the requisite number of shares for issuance upon the exercise of such warrants, rights or options. Such warrants, rights or options shall be evidenced by such instrument or instruments as shall be approved by the Board of Directors. The terms upon which, the time or times (which may be limited or unlimited in duration) at or within which, and the price or prices at which any such shares or other securities may be purchased from the Corporation upon the exercise of any such warrant, right or option shall be such as shall be fixed and stated in a resolution or resolutions of the Board of Directors providing for the creation and issue of such warrants, rights or options. ARTICLE VII LIMITATIONS OF OWNERSHIP BY NON-CITIZENS SECTION 7.01 DEFINITIONS. (a) "Act" shall mean Subtitle VII of Title 49 of the United States Code, as amended, or as the same may be from time to time amended. (b) "Beneficial Ownership," "Beneficially Owned" or "Owned Beneficially" refers to beneficial membership as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d)(1)(i) thereof) under the Securities Exchange Act of 1934, as amended. (c) "Foreign Stock Record" shall have the meaning set forth Section 7.03. 14. 18 (d) "Non-Citizen" shall mean any person or entity who is not a "citizen of the United States" (as defined in Section 40102 of the Act), including any agent, trustee or representative of a Non-Citizen. (e) "Own or Control" or "Owned or Controlled" shall mean (i) ownership of record, (ii) beneficial ownership or (iii) the power to direct, by agreement, agency or in any other manner, the voting of Stock. Any determination by the Board of Directors as to whether Stock is Owned or Controlled by a Non-Citizen shall be final. (f) "Permitted Percentage" shall mean 25% of the voting power of the Stock. (g) "Stock" shall mean the outstanding capital stock of the Corporation entitled to vote; provided, however, that for the purpose of determining the voting power of Stock that shall at any time constitute the Permitted Percentage, the voting power of Stock outstanding shall not be adjusted downward solely because shares of Stock may not be entitled to vote by reason of any provision of this Article VII. SECTION 7.02 POLICY. It is the policy of the Corporation that, consistent with the requirements of the Act, Non-Citizens shall not Own or Control more than the Permitted Percentage and, if Non-Citizens nonetheless at any time Own or Control more than the Permitted Percentage, the voting rights of the Stock in excess of the Permitted Percentage shall be automatically suspended in accordance with Sections 7.03 and 7.04 below. SECTION 7.03 FOREIGN STOCK RECORD. The Corporation or any transfer agent designated by it shall maintain a separate stock record (the "Foreign Stock Record") in which shall be registered Stock known to the corporation to be Owned or Controlled by Non-Citizens. The Foreign Stock Record shall include (i) the name and nationality of each such Non-Citizen, (ii) the number of shares of Stock Owned or Controlled by such Non-Citizen and (iii) the date of registration of such shares in the Foreign Stock Record. In no event shall shares in excess of the Permitted Percentage be entered on the Foreign Stock Record. In the event that the Corporation shall determine that Stock registered on the Foreign Stock Record exceeds the Permitted Percentage, sufficient shares shall be removed from the Foreign Stock Record so that the number of shares entered therein does not exceed the Permitted Percentage. Stock shall be removed from the Foreign Stock Record in reverse chronological order based upon the date of registration therein. SECTION 7.04 SUSPENSION OF VOTING RIGHTS. If at any time the number of shares of Stock known to the Corporation to be Owned or Controlled by Non-Citizens exceeds the Permitted Percentage, the voting rights of Stock Owned or Controlled by Non-Citizens and not registered on the Foreign Stock Record at the time of any vote or action of the stockholders of the Corporation shall, without further action by the Corporation, be suspended. Such suspension of voting rights shall automatically terminate upon the earlier of the (i) transfer of such shares to a person or entity who is not 15. 19 a Non-Citizen, or (ii) registration of such shares on the Foreign Stock Record, subject to the last two sentences of Section 7.03. SECTION 7.05 BENEFICIAL OWNERSHIP INQUIRY. (a) The Corporation may by notice in writing (which may be included in the form of proxy or ballot distributed to stockholders in connection with the annual meeting or any special meeting of the stockholders of the Corporation, or otherwise) require a person that is a holder of record of Stock or that the Corporation knows to have, or has reasonable cause to believe has, Beneficial Ownership of Stock to certify in such manner as the Corporation shall deem appropriate (including by way of execution of any form of proxy or ballot of such person) that, to the knowledge of such person: (i) all Stock as to which such person has record ownership or Beneficial Ownership is Owned and Controlled only by Citizens of the United States; or (ii) the number and class or series of Stock owned of record or Beneficially Owned by such person that is Owned or Controlled by Non-Citizens is as set forth in such certificate. (b) With respect to any Stock identified in response to clause (a)(ii) above, the Corporation may require such person to provide such further information as the Corporation may reasonably require in order to implement the provisions of this Article VII. (c) For purposes of applying the provisions of this Article VII with respect to any Stock, in the event of the failure of any person to provide the certificate or other information to which the Corporation is entitled pursuant to this Section 7.05, the Corporation shall presume that the Stock in question is Owned or Controlled by Non-Citizens. ARTICLE VIII MISCELLANEOUS SECTION 8.01 PLACE AND INSPECTION OF BOOKS. (a) The books of the Corporation other than such books as are required by law to be kept within the State of Delaware shall be kept in the State of Arizona or at such place or places either within or without the State of Delaware as the Board of Directors may from time to time determine. (b) At least ten days before each meeting of stockholders, the officer in charge of the stock ledger of the Corporation shall prepare a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 16. 20 ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. (c) The Board of Directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be by law specifically open to inspection or as otherwise provided by these Bylaws) or any of them shall be open to the inspection of the stockholders and the stockholders' rights in respect thereof. SECTION 8.02 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid or owed in settlement actually and reasonably paid or incurred by him or her or rendered or levied against him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, in itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses, including attorneys' fees, actually and reasonably paid or incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought 17. 21 shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. (c) The Corporation shall, at the discretion of the Board of Directors, indemnify all employees and agents of the Corporation (other than Directors and officers) to the extent that Directors and officers shall be indemnified pursuant to subsections (a) and (b). (d) To the extent that a person who may be entitled to indemnification by the Corporation under this section is or has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorney's fees, actually and reasonably paid or incurred by him or her in connection therewith. (e) Any indemnification under subsections (a), (b), or (c) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsection (a) or (b). Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, (iii) by the stockholders, or (iv) in any case in which applicable law makes court approval a prerequisite to indemnification, by the court in which such action, suit or proceeding was brought or another court of competent jurisdiction. (f) Expenses, including attorneys' fees, incurred by an officer or Director in defending a civil, criminal, administrative, or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this section. Such expenses, including attorneys' fees, incurred by other employees and agents shall be so paid upon terms and conditions, if any, as the Board of Directors deems appropriate. (g) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of the stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. (h) The provisions of this section shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the 18. 22 estate, executors, administrators, spouse, heirs, legatees or devisees of a person entitled to indemnification hereunder and the term "person," where used in the section shall include the estate, executors, administrators, spouse, heirs, legatees or devisees of such person. (i) For the purposes of this Section 8.02, (i) "employee benefit plan" and "fiduciary" shall be deemed to include, but not be limited to, the meanings set forth, respectively, in Section 3(3) and 21(A) of the Employee Retirement Income Security Act of 1974, as amended, and references to the judgments, fines and amounts paid or owed in settlement or rendered or levied shall be deemed to encompass and include excise taxes required to be paid pursuant to applicable law in respect of any transaction involving an employee benefit plan, (ii) references to the Corporation shall be deemed to include any predecessor corporation and any constituent corporation absorbed in a merger, consolidation or other reorganization of or by the Corporation which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries so that any person who was a director, officer, employee, agent or fiduciary of such predecessor or constituent corporation, or served at the request of such predecessor or constituent corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Section 8.02 with respect to the Corporation as such person would have with respect to such predecessor or constituent corporation if its separate existence had continued, and (iii) all other terms shall be deemed to have the meanings for such terms as set forth in Section 145 of the DGCL. SECTION 8.03 DIVIDENDS. (a) Dividends may be declared at the discretion of the Board of Directors at any meeting thereof. (b) Dividends may be paid to stockholders in cash or, when the Directors shall so determine, in stock. A Director shall be fully protected in relying in good faith upon the books of account of the Corporation or statements prepared by any of its officers as to the value and amount of the assets, liabilities or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared. (c) Before payment of any dividend or any distribution of profits, there may be set aside out of the said surplus of the Corporation such sum or sums as the Board of Directors from time to time, in its discretion thinks proper as a reserve fund to meet contingencies, or for equalizing dividends, or for such other purpose as the Board of Directors shall think conducive to the interests of the Corporation and the Board of Directors may abolish any such reserve in the manner in which it was created. SECTION 8.04 EXECUTION OF DEEDS, CONTRACTS, AND OTHER AGREEMENTS AND INSTRUMENTS. Subject to the specific directions of the Board of Directors, all deeds, mortgages and bonds entered into by the Corporation and all other written contracts and agreements to which the Corporation shall be a party shall be executed in its name by the 19. 23 Chairman of the Board, the President, or a Vice President, or such other person or persons as may be authorized by any such officer. SECTION 8.05 CHECKS. All checks, drafts, acceptances, notes and other orders, demands or instruments in respect to the payment of money may be signed or endorsed on behalf of the Corporation by such officer or officers or by such agent or agents as the Board of Directors may from time to time designate. SECTION 8.06 VOTING SHARES IN OTHER CORPORATIONS. The Chairman of the Board of the Corporation (or any other Director designated by a majority of the Board of Directors) may vote any and all shares held by the Corporation in any other corporation. SECTION 8.07 FISCAL YEAR. The fiscal year of the Corporation shall correspond with the calendar year. SECTION 8.08 GENDER/NUMBER. As used in these Bylaws, the masculine, feminine or neuter gender, and the singular or plural number, shall each include the others whenever the context so indicates. SECTION 8.09 PARAGRAPH TITLES. The titles of the paragraphs have been inserted as a matter of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof. SECTION 8.10 AMENDMENT. These Bylaws may be altered, amended or repealed by the affirmative vote of the holders of a majority of the voting power of the stock issued and outstanding and entitled to vote at any meeting of stockholders or by resolution adopted by the affirmative vote of not less than a majority of the Directors in office at any annual or regular meeting of the Board of Directors or at any special meeting of the Board of Directors if notice of the proposed alteration, amendment or repeal be contained in the notice of such special meeting. SECTION 8.11 CERTIFICATE OF INCORPORATION. Notwithstanding anything to the contrary contained herein, if any provision contained in these Bylaws is inconsistent with or conflicts with a provision of the Certificate of Incorporation, such provision of these Bylaws shall be superseded by the inconsistent provision in the Certificate of Incorporation to the extent necessary to give effect to such provision in the Certificate of Incorporation. 20. EX-10.47 4 p65392ex10-47.txt EX-10.47 1 Exhibit 10.47 EXECUTION VERSION AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT This Amendment No. 1 dated as of April 16, 2001 (the "Amendment No. 1") to the Amended and Restated Revolving Credit Agreement dated as of December 10, 1999 (the "Loan Agreement"; capitalized terms used herein and not otherwise defined herein are used as defined in the Loan Agreement) among America West Airlines, Inc. (the "Company") the lenders listed therein (collectively, the "Lenders"), The Industrial Bank of Japan, Limited, as Arranger, Co-Lead Book Manager, Initial Issuing Bank and as Agent for the Lenders from time to time party to the Loan Agreement (in such capacity, the "Agent"), Citicorp USA, Inc., as Arranger and Syndication Agent, Salomon Smith Barney Inc., as Co-Lead Book Manager and Bankers Trust Company, as Documentation Agent: WHEREAS, the Company, the Agent and the institutions from time to time becoming Lenders thereunder have entered into that certain Loan Agreement; WHEREAS, the Company, the Requisite Lenders and the Agent desire to amend the Loan Agreement; NOW, THEREFORE, the parties hereto agree to amend the Loan Agreement as follows: 1. Section 1.1 of the Loan Agreement is amended by deleting subsection (B) of the definition of the term "BORROWING BASE" and substituting therefor: "(B) (i) with respect to Aircraft other than any 737-200A series aircraft, 85% of the Fair Market Value of all Stage III Aircraft (other than any 737-200A series aircraft) as stated in the then most recently delivered Approved Appraisal thereof and (ii) with respect to any Aircraft that is a 737-200A series aircraft, 66% of the Current Market Value as stated in the then most recently delivered Approved Appraisal thereof, plus" 2. Section 1.1 of the Loan Agreement is amended by inserting the following words in appropriate alphabetical order: "CURRENT MARKET VALUE" for any Borrowing Base Collateral means the value of such Borrowing Base Collateral, as determined by an Approved Appraiser in the most recently delivered Approved Appraisal thereof, obtainable by a willing and informed seller at the time of determination in an arm's-length transaction between a seller with an intention to sell and an informed and willing buyer-user (other than a lessee or other Person currently in possession and a used equipment dealer or broker) under no compulsion to buy and based on the then condition of such Borrowing Base Collateral." 3. Section 1.1 of the Loan Agreement is amended by adding the following words to the end of the definition of "EBITDA": "; provided, that the Company may exclude from EBITDA, without duplication of items included in clause (vi) above, non-recurring charges incurred by the Company during the fourth fiscal quarter of the Company in its fiscal year 2000 and the second fiscal quarter of the Company in its fiscal year 2001, such amounts not to exceed $16,000,000 and $8,500,000, respectively and provided, further that except as expressly set 2 forth in the preceding proviso, nothing shall restrict the operation of clause (vi) above as to other periods.". 4. Section 1.1 of the Loan Agreement is amended by deleting the definition of "ELIGIBLE STAGE III AIRCRAFT" in its entirety, and replacing therefor: "ELIGIBLE STAGE III AIRCRAFT" means an aircraft, including engines, that meets the "Stage III" noise standards of the Federal Aviation Regulations, is of the type described in Schedule 2.10 and has met such standards either (x) in the case of an aircraft other than a 737-200A series aircraft, since it was originally manufactured and delivered or (y) in the case of a 737-200A series aircraft, either at the time such aircraft becomes subject to the Lien of an Aircraft Security Agreement or at the time such aircraft was originally manufactured and delivered." 5. Section 2.10C(1)(B) of the Loan Agreement is amended by inserting the following words immediately after the words "(except, in the case of Rotables": ", Aircraft that are 737-200A series aircraft". 6. Section 6.5A of the Loan Agreement is amended by deleting such section in its entirety, and replacing therefor: "MINIMUM FIXED CHARGE COVERAGE RATIO. The Company shall not permit the ratio of (i) EBITDA plus Aircraft Rental Expense to (ii) Interest Expense plus Aircraft Rental Expense for any four-fiscal quarter period ending as of the last day of any fiscal quarter of the Company to be less than: For periods prior to December 31, 2000: 1.15 to 1.00 For periods after December 31, 2000 to March 31, 2001: 1.10 to 1.00 For periods after March 31, 2001 to June 30, 2001: 1.00 to 1.00 For periods after June 30, 2001 to September 30, 2001: 1.00 to 1.00 For periods after September 30, 2001: 1.15 to 1.00." 7. Schedule 2.10 to the Loan Agreement is amended by replacing the reference to "737-300" with "737-200A" and by replacing the reference to "737-500 series aircraft" with "757-200 or higher series aircraft". 8. This Amendment No. 1 shall, subject to satisfaction of the conditions precedent contained in Section 9 below, be effective as of March 30, 2001. The Agent or its counsel shall notify the Company (including notification by e-mail) promptly upon the expiration of the deadline set forth in Section 8(ii) below of the receipt by the Agent's counsel of counterpart signatures from the Lenders, specifying the Lenders who have sent signature counterparts and the amount of such Lender's Commitment. 9. This Amendment No.1 shall be effective subject to satisfaction of all of the following conditions precedent: 3 (i) The Agent shall have received a counterpart of this Amendment No. 1 duly executed and delivered by the Company and the Required Lenders. (ii) Each Lender executing and delivering to Agent's counsel (including delivery by fax followed by courier or messenger) a counterpart to this Amendment No. 1 on or before 5:00 p.m. (New York City time) on April 16, 2001 shall have received payment from the Company of a fee in an amount equal to such Lender's Commitment multiplied by .0025. (iii) The Loan Agreement shall be in full force and effect, and no Event of Default or Potential Event of Default shall have occurred and be continuing under the Loan Agreement (after giving effect to this Amendment No. 1), and the Agent shall have received a certificate of an officer of the Company to such effect. (iv) The Company shall have paid all reasonable fees and expenses of counsel to the Agent in connection with the Loan Agreement, this Amendment No. 1 and the transactions contemplated thereby. The Company shall promptly upon demand (but in any event no later than five (5) Business Days after demand) (i) execute and deliver any instruments, agreements, UCC financing statements or similar instruments necessary or appropriate to perfect the Agent's security interest in the Collateral in form and substance reasonably satisfactory to the Agent and (ii) pay all costs and expenses (including, without limitation, reasonable legal fees and expenses) in connection with a review of the Agent's security interest and legal opinion or other written report in form and substance satisfactory to the Agent by (x) Lewis and Roca LLP with respect to the Agent's security interest in the Simulators and the Maintenance Facility, (y) Daugherty, Fowler, Peregrin & Haught, with respect to the Agent's security interest in the Rotables, Spare Engines, Spare Parts and Aircraft (if any) and (z) Fulbright & Jaworski L.L.P., with respect to UCC filings made to perfect the Agent's security interest in the Rotables. 10. Except as expressly amended hereby, the Loan Agreement remains in full force and effect. The Company ratifies and confirms the Loan Agreement and each Loan Document. Each reference in the Loan Agreement and each Loan Document to the "Loan Agreement" shall mean and constitute a reference to the Loan Agreement as amended by this Amendment No. 1. 11. This Amendment No. 1 has been executed and delivered in the State of New York. Each party hereto agrees that, to the maximum extent permitted by the law of the State of New York, this Amendment No. 1, and the rights and duties of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the New York General Obligations Law) in all respects, including in respect of all matters of construction, validity and performance but without giving effect to any provision thereof that may require application of the laws of another jurisdiction. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their representative officers thereunto duly authorized, as of the date first above written. COMPANY: AMERICA WEST AIRLINES, INC. By: /s/ Thomas T. Weir --------------------------------------- Name: Thomas T. Weir Title: Vice President and Treasurer INITIAL ISSUING BANK, AGENT AND LENDER: THE INDUSTRIAL BANK OF JAPAN, LIMITED, as Initial Issuing Bank, Agent and Lender By: /s/ Vicente L. Timiraos --------------------------------------- Name: Vicente L. Timiraos Title: Joint General Manager LENDERS: CITICORP USA, INC. By: /s/ Walter L. Larsen --------------------------------------- Name: Walter L. Larsen Title: Managing Director THE FUJI BANK, LIMITED By: --------------------------------------- Name: Title: 5 THE MITSUBISHI TRUST AND BANKING CORPORATION By: /s/ Scott J. Paige --------------------------------------- Name: Scott J. Paige Title: Executive Vice President BANKERS TRUST COMPANY By: /s/ Marguerite Sutton --------------------------------------- Name: Marguerite Sutton Title: Vice President BANK ONE, ARIZONA, NA By: /s/ Gene Coffman --------------------------------------- Name: Gene Coffman Title: First Vice President BANK OF SCOTLAND By: /s/ Annie Glyrn --------------------------------------- Name: Annie Glyrn Title: Senior Vice President EX-10.48 5 p65392ex10-48.txt EX-10.48 1 EXHIBIT 10.48 AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT This Amendment No. 2 dated July 31, 2001 ("Amendment No. 2") to the Amended and Restated Revolving Credit Agreement dated as of December 10, 1999 (as amended from time to time, the "Loan Agreement;" capitalized terms used herein and not otherwise defined herein are used as defined in the Loan Agreement) among America West Airlines, Inc. (the "Company") the lenders listed therein (collectively, the "Lenders"), The Industrial Bank of Japan, Limited, as Arranger, Co-Lead Book Manager, Initial Issuing Bank and as Agent for the Lenders from time to time party to the Loan Agreement (in such capacity, the "Agent"), Citicorp USA, Inc., as Arranger and Syndication Agent, Salomon Smith Barney Inc., as Co-Lead Book Manager and Bankers Trust Company, as Documentation Agent: WHEREAS, the Company, the Agent and the institutions from time to time becoming Lenders thereunder have entered into the Loan Agreement; WHEREAS, the Company, the Requisite Lenders and the Agent have amended the Loan Agreement by Amendment No. 1 dated as of April 16, 2001 ("Amendment No. 1") and desire to amend the Loan Agreement hereby and by Amendment No. 3 dated the date hereof ("Amendment No. 3"); NOW, THEREFORE, the parties hereto agree to amend the Loan Agreement and to such additional terms as follows: - Section 1.1 of the Loan Agreement is amended by deleting "60%" in subsection (C) of the definition of the term "BORROWING BASE" and substituting "40%" therefor. - Section 1.1 of the Loan Agreement is further amended by inserting the following defined term in appropriate alphabetical order: "ADDITIONAL COLLATERAL" means the four Boeing 737-200A aircraft and three spare engines more particularly described in Schedule 1.1." - Section 1.1 of the Loan Agreement is further amended by replacing the definition of Borrowing Base Deficiency with the following: "BORROWING BASE DEFICIENCY" means, at any time when either (i) the Borrowing Base, as calculated in the Borrowing Base Certificate then most recently delivered, or (ii) $90,000,000 (reduced by any amount or amounts by which the Borrowing Base has been reduced after July 31, 2001, and increased by any amounts by which the Borrowing Base has been increased on or after such date, but in no event to an amount in excess of $90,000,000) is less than Outstanding Amounts, the amount of such deficiency (and if the amounts set forth in clauses (i) and (ii) are both less than Outstanding Amounts, Borrowing Base 2 Deficiency shall equal the greater of the two deficiencies). - The Loan Agreement is amended by adding as a new Schedule 1.1 thereto Schedule 1.1 hereto. - Clause (1)(x) of the proviso to the second sentence of Subsection 2.1A(i) of the Loan Agreement, clause (ii)(b) of the proviso to the first sentence of Section 2.9A, and Subsection 3.2A(i) of the Loan Agreement are amended by replacing "$125,000,000" with "$90,000,000." For the avoidance of doubt, it is acknowledged that the other reference to "$125,000,000" in Subsection 2.1A(i) is not amended, and that the amendments specified in this section do not affect the Lenders' Commitments. In addition, in any circumstance in which the Borrowing Base is reduced or increased following the date hereof, each such reference to "$90,000,000" shall be reduced or increased, respectively, by one dollar for each dollar that the Borrowing Base is reduced or increased, except that such reference shall in no event be increased to above $90,000,000. Subsection 2.4(B)(iii)(1)(a) of the Loan Agreement is amended by replacing "of the Borrowing Base" appearing in the eighth line of such subsection with "permitted by the terms of Subsections 2.1A(i) and 2.9A," and by replacing "increase the Borrowing Base to the Outstanding Amounts" appearing in the thirteenth line of such subsection with "meet the requirements of Subsections 2.1A(i) and 2.9A." The Loan Agreement is amended by replacing Exhibit IX thereto with Exhibit IX hereto. - Sections 2.10A and 2.10D of the Loan Agreement are amended by changing "fifty percent (50%)" in each place where such phrase appears in such sections to "thirty percent (30%)." Section 2.10A is further amended by deleting the word "Collateral" in the last sentence of such section. - Subsection 2.10B(ii)(1) of the Loan Agreement is amended by changing the word "penultimate" in the first line to "third," by substituting the term "Borrowing Base Collateral" for the term "Borrowing Base" in clause (iv) of the second sentence of such subsection, and by adding the following sentence at the end of such section: Without affecting the terms of the third sentence of this subsection 2.10B(ii)(1) and without affecting the terms of subsection 2.4B(iii), but notwithstanding any other terms of this section 2.10B(ii)(1) to the contrary, no Borrowing Base Collateral shall be released from the Lien of any Security Agreement unless (a) such Borrowing Base Collateral consists of Simulators, (b) prior to the release of any Simulator the Additional Collateral shall have been added to the Borrowing Base Collateral in compliance with the terms hereof (including without limitation delivery to the Agent of appraisals, inspection reports, and legal opinions with respect to the Additional Collateral satisfactory to the Agent pursuant to the terms of subsection 2.10B(ii)(2)), (c) the Additional Collateral has a Borrowing Base Value greater than that of the Simulators, and (d) the Company shall have complied with the other requirements set forth in this subsection for the release of Borrowing Base Collateral, including, without limitation, delivering to the Agent an 2 3 updated Borrowing Base Certificate giving pro forma effect to such release and certifying that no Borrowing Base Deficiency will result therefrom (after taking into account the addition of the Additional Collateral to the Borrowing Base Collateral). On the date hereof, assuming the Company has complied with the requirements for the effectiveness hereof set forth in Section 14 (with the Borrowing Base Value of the Simulators being released determined with reference to an appraisal delivered to the Agent dated January 31, 2001), the Agent shall execute and deliver to the Company such documents furnished by the Company that are necessary to release the Liens of the Security Agreements on the Simulators described in Schedule 1.2 hereto. - Section 6.5A of the Loan Agreement is amended by deleting such section in its entirety, and replacing such section with the following: A. MINIMUM FIXED CHARGE COVERAGE RATIO. The Company shall not permit the ratio of (i) EBITDA plus Aircraft Rental Expense to (ii) Interest Expense plus Aircraft Rental Expense for any four-fiscal quarter period ending as of the last day of any fiscal quarter of the Company to be less than: For the period ending June 30, 2001: .75 to 1.00 For the period ending September 30, 2001: .70 to 1.00 For periods ending after September 30, 2001: 1.15 to 1.00. The Company agrees to deliver to the Agent and Lenders the Compliance Certificate required by the terms of Subsection 5.1(iii)(b) for the fiscal year ending December 31, 2001 not later than January 31, 2002 and the Agent and Lenders may (but shall not be required to) rely upon such Compliance Certificate (as though it were delivered at the time otherwise required under the Loan Agreement) notwithstanding that the Company's audited financial statements for such fiscal year will not yet then be completed. If, at the time the Company delivers the financial statements (or Form 10-K) required by the terms of Subsection 5.1(ii) for such fiscal year, the accountant's reports provided pursuant to the terms of Subsection 5.1(ii)(c) or in the Company's Form 10-K for such fiscal year have revealed that such Compliance Certificate is not accurate, then along with such financial statements (or Form 10-K) the Company shall also provide a revised Compliance Certificate for such fiscal year (revised to reflect audit adjustments only). If, at such time, the Compliance Certificate delivered not later than January 31, 2002 shall have been proved accurate by such accountant's reports, the Company shall along with such financial statements (or Form 10-K) deliver to the Agent and Lenders an Officer's Certificate to such effect. The terms of this paragraph shall only affect the requirement to deliver a Compliance Certificate for the fiscal year ending December 31, 2001. - The obligation of the Company to comply with the terms of Section 6.5D of the Loan Agreement is hereby waived until the earlier of (a) the Amendment No. 3 Effective Date (as defined in Amendment No. 3) and (b) October 31, 2001. 3 4 - The Company agrees to the following limitations on its and its Subsidiaries' rights under Sections 6.3, 6.4 and 6.6 of the Loan Agreement: the aggregate of (a) all Investments made on or after the date hereof and otherwise permitted under the terms of clauses (i), (vii), (xi), and (xii) of Section 6.3, (b) all amounts expended on or after the date hereof for Restricted Payments otherwise permitted under the terms of Section 6.4, and (c) all amounts expended on or after the date hereof for acquisitions of capital stock and assets otherwise permitted under the terms of Section 6.6(iv), shall not at any time exceed $5,000,000, except, that the amounts expended for dividends on and distributions in respect of the Capital Stock of the Company, or any loans or advances, in each case, paid to, or on behalf of, Holdings to the extent necessary to enable Holdings to fund its ordinary course of business expenses and overhead in an amount not to exceed $3,500,000 shall not be counted toward such $5,000,000 limit. Notwithstanding the terms of Sections 6.3, 6.7, 6.12 and 6.13 of the Loan Agreement, the Company shall be permitted to enter into a joint venture transaction on the terms described in Exhibit I hereto, and (i) the capital contributions made by the Company in connection therewith as described in such exhibit will not be counted toward the $5,000,000 limit described in the preceding sentence or in any category of permitted investments under Section 6.3, but only if and to the extent such contributions do not exceed $500,000 and are made either before December 31, 2001 or pursuant to an agreement entered into by the Company and an affiliate of The General Electric Company on or before such date, (ii) such transaction will not be considered an Asset Sale for purposes of Section 6.11 of the Loan Agreement, and (iii) the holding by the Company, or the issuance to the Company, of equity interests in such joint venture will not be deemed to violate the terms of Sections 6.12 or 6.13 of the Loan Agreement. - The Company agrees to provide the Agent, on or before October 31, 2001, one or more appraisal and inspection reports satisfactory to the Agent covering the Additional Collateral by one or more Approved Appraisers selected by the Agent and based on an inspection conducted not earlier than the date hereof. Until such date as such appraisals are required to be delivered to the Agent hereunder the appraisals in respect of the Additional Collateral dated January 31, 2001 provided to the Agent are satisfactory. The Company shall pay all costs of the appraisal and inspection reports furnished pursuant to the terms of this section. The Company shall deliver a Borrowing Base Certificate by such date reflecting such appraisals, and if such certificate reveals a Borrowing Base Deficiency the Company shall forthwith either comply with the terms of Subsection 2.4B(iii)(1)(a) of the Loan Agreement with respect to such Borrowing Base Deficiency or remedy such Borrowing Base Deficiency by adding Borrowing Base Collateral in accordance with the terms of Section 2.10B(ii)(2) of the Loan Agreement and concurrently delivering to the Agent a Borrowing Base Certificate reflecting such addition. - The Company will from time to time promptly on receipt of an invoice therefor pay all reasonable out-of-pocket expenses incurred by the Agent or Lenders in connection with the matters described in Section 14(iv) hereof (including without limitation due diligence regarding the transactions contemplated hereby and by Amendment No. 3) and fees and expenses incurred after the date hereof. The Company shall be obligated under the terms of this Section 12 whether or not the Amendment No. 3 Effective Date (as defined in Amendment No. 3) occurs. - As of the date hereof, the Company restates the representations and warranties set forth in the following sections of the Loan Agreement as though such sections had been fully set 4 5 forth herein: 4.1A, 4.1B, 4.2, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, and 4.14, except in the case of Section 4.14, as such representations and warranties relate to an earlier date. - This Amendment No. 2 shall be effective as of June 29, 2001, subject to the execution and delivery hereof on or before the date hereof by the Agent, the Company, and the Requisite Lenders and the satisfaction on the date hereof of the following conditions: (i) The Agent shall receive counterparts of this Amendment No. 2 and counterparts of Amendment No. 3, duly executed and delivered by the Company and the Requisite Lenders (with the same Lenders executing and delivering both amendments) and the Company shall be in compliance with the terms hereof and thereof. (ii) The Company shall pay each Lender that executes and delivers Amendment No. 2 and Amendment No. 3 a fee in an amount equal to such Lender's Commitment multiplied by .0025. (iii) The Loan Agreement shall be in full force and effect, and no Event of Default or Potential Event of Default shall have occurred and be continuing (after giving effect to this Amendment No. 2 and Amendment No. 3), and the Agent shall receive an Officer's Certificate of the Company to such effect. (iv) The Company shall have paid Fulbright & Jaworski L.L.P. its fees and expenses incurred on or prior to the date hereof as counsel to the Agent and Lenders in connection with the withdrawn Notice of Borrowing of the Company under the Loan Agreement, dated June 21, 2001, and related issues, and the negotiation, documentation, and closing of the transactions contemplated hereby and by Amendment No. 3, in the amount set forth in the invoice submitted to the Company by such firm. (v) The Company shall cause the Additional Collateral to be added to the Borrowing Base Collateral under documentation in form and substance satisfactory to the Agent and shall have complied with the terms of subsections 2.10B(ii)(2) and (3) of the Loan Agreement with respect to the Additional Collateral. (vi) The Company shall comply with such conditions precedent set forth in Section 3 of the Loan Agreement with respect to this Amendment No. 2, Amendment No. 3, and the Additional Collateral as the Agent shall have specified in a closing list provided to the Company, including without limitation a pro-forma Borrowing Base Certificate dated the date hereof reflecting the addition of the Additional Collateral to, and the removal of the Simulators from, the Borrowing Base Collateral. - Except as expressly amended hereby and by Amendment No. 3, the Loan Agreement remains in full force and effect as if fully set forth herein. The Company ratifies and confirms the Loan Agreement and each Loan Document. Each reference herein, in the Loan Agreement and each other Loan Document to the "Loan Agreement" shall mean and constitute a reference to the Loan Agreement as amended by Amendment No. 1, this Amendment No. 2, and Amendment No. 3. 5 6 - Without limitation of Section 15, all of the sections of this Amendment No. 2 shall remain in full force and effect (other than Section 9 as expressly provided therein) in accordance with their terms regardless of whether the Amendment No. 3 Effective Date (as defined in Amendment No. 3) occurs, except that if and only if the Amendment No. 3 Effective Date occurs, on and as of such date: (i) the amendments to the Loan Agreement made in Sections 3, 5, and 7 hereof shall be rescinded; and (ii) the amendments to the Loan Agreement made in Section 8 hereof (but not the provisions of the second paragraph of Section 8) shall be further amended as expressly provided in Amendment No. 3. - The Company, on behalf of itself and its affiliates, directors, officers, employees, agents, successors, and assigns, hereby irrevocably releases, waives, relinquishes, and agrees not to assert, any claim or cause of action against the Agent, any Lender, or any other party to the Loan Agreement, or any of their affiliates, directors, officers, employees, agents, successors or assigns (collectively, the "Lender Parties"), arising out of or related to the giving by the Company of a Notice of Borrowing under the Loan Agreement dated June 21, 2001, or the failure of the Agent or Lenders to fund the Loans specified in such notice, or the withdrawal of such notice. - Each party hereto agrees that, to the maximum extent permitted by the law of the State of New York, this Amendment No. 2, and the rights and duties of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law) in all respects, including in respect of all matters of construction, validity and performance but without giving effect to any provision thereof that may require application of the laws of another jurisdiction. 6 7 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed by their representative officers thereunto duly authorized, as of the date first above written. COMPANY: AMERICA WEST AIRLINES, INC. /s/ Stephen L. Johnson By: ________________________________ Name: Stephen L. Johnson Title: Senior Vice President INITIAL ISSUING BANK, AGENT AND LENDER: THE INDUSTRIAL BANK OF JAPAN, LIMITED, as Initial Issuing Bank, Agent and Lender /s/ Kazutoshi Kutrahara By: ________________________________ Name: Kazutoshi Kutrahara Title: General Manager LENDERS: CITICORP USA, INC. /s/ George E. Moyer, Jr. By: ________________________________ Name: George E. Moyer, Jr. Title: Vice President 8 THE FUJI BANK, LIMITED /s/ Steven Brennan By: ________________________________ Name: Steven Brennan Title: Senior Vice President THE MITSUBISHI TRUST AND BANKING CORPORATION /s/ Scott J. Paige By: ________________________________ Name: Scott J. Paige Title: Executive Vice President BANKERS TRUST COMPANY /s/ Marguerite Sutton By: ________________________________ Name: Marguerite Sutton Title: Vice President BANK ONE, ARIZONA, NA /s/ Dennis Warren By: ________________________________ Name: Dennis Warren Title: First Vice President BANK OF SCOTLAND /s/ Joseph Fratus By: ________________________________ Name: Joseph Fratus Title: Vice President 9 Exhibit I America West Airlines, Inc. ("AWA") will be entering into a joint venture arrangement with GE Capital Aviation Training, Ltd. ("GECAT"), pursuant to which AWA and GECAT will enter into a limited liability company agreement (the "LLC Agreement") relating to a Delaware limited liability company (the "JV LLC"). AWA will make an initial capital contribution to the JV LLC in the amount of up to $500,000 and will make additional capital contributions to the JV LLC as may be required or allowed pursuant to the LLC Agreement. In connection with the joint venture arrangement, AWA will sublease a portion of its new Phoenix, Arizona facility that is currently under construction to the JV LLC. Following the formation of the JV LLC, AWA will assign lease agreements for six flight simulators to the JV LLC. The JV LLC may enter into additional lease agreements for flight simulators. Upon the expiration of the term of the JV LLC or the occurrence of certain dissolution events, the JV LLC will assign some or all of the lease agreements to AWA and, in certain circumstances, AWA will have the option to purchase the flight simulators. 10 Schedule 1.1 Additional Collateral AIRCRAFT:

1. Make and Model U.S. Registration No. N149AW Manufacturer's Serial No. 22575 Boeing 737-200A Engine Make and Model Manufacturer's Serial Nos. Pratt & Whitney JT8D-15 P656859B Pratt & Whitney JT8D-15 P708344B 2. Make and Model U.S. Registration No. N179AW Manufacturer's Serial No. 22646 Boeing 737-200A Engine Make and Model Manufacturer's Serial Nos. Pratt & Whitney JT8D-15 P702978B Pratt & Whitney JT8D-15 P708365B 3. Make and Model U.S. Registration No. N183AW Manufacturer's Serial No. 22650 Boeing 737-200A Engine Make and Model Manufacturer's Serial Nos. Pratt & Whitney JT8D-15 P708343B Pratt & Whitney JT8D-15 P708357B 4. Make and Model U.S. Registration No. N184AW Manufacturer's Serial No. 22651 Boeing 737-200A Engine Make and Model Manufacturer's Serial Nos. Pratt & Whitney JT8D-15 P708358B Pratt & Whitney JT8D-15 P708394B

SPARE ENGINES: Spare Engine Make and Model Manufacturer's Serial Nos. IAE V2527-A5 V10817 IAE V2527-A5 V10676 IAE V2524-A5 V10783 11 Schedule 1.2 Released Collateral A320/200 Full Flight Simulator which simulates the Airbus A320/200 aircraft, manufacturer's serial no. SN-006, U.S. aircraft registration no. N633AW (the "A320 Simulator") manufactured and supplied by CAE Electronics Ltd., a Canadian corporation, pursuant to the certain Simulator Purchase Agreement, dated December 18, 1990, and the SP-X-200TCD three channel and four window computer generator visual system for installation and coupling, all within the limit and scope of the design specifications thereof, to the simulator, manufactured and supplied by Rediffusion Simulation Limited, an English corporation, pursuant to that certain Purchase Agreement dated February 15, 1991. B737-300/400 Full Flight Simulator which simulates the Boeing B737-300 aircraft, manufacturer's serial no. 037, with convertibility to a B737-400 Series aircraft (the "B737 Simulator") manufactured and supplied by CAE Electronics Ltd., a Canadian corporation, pursuant to that certain Simulator Purchase Agreement, dated May 21, 1990, and the SP-X-200TCD three channel and four window computer generator visual system for installation and coupling, all within the limit and scope of the design specifications thereof, to the B737 Simulator, manufactured and supplied by Rediffusion Simulation Limited, an English corporation, pursuant to that certain Purchase Agreement, dated June 29, 1990. B737-200 Full Flight Simulator which simulates the Boeing B737-200 aircraft, manufacturer's serial no. A07477B00 (the "B737-200 Simulator") manufactured and supplied by Rediffusion, England, pursuant to that certain Simulator Purchase Agreement, dated November 13, 1986, and the SP-X-200TCD three channel and four window computer generator visual system, for installation and coupling, all within the limit and scope of the design specifications thereof, to the B737-200 Simulator, manufactured and supplied by Rediffusion Simulation Limited, an English corporation, pursuant to that certain Purchase Agreement, dated November 13, 1986. A320-231 Full Flight Simulator which simulates the Airbus A320-231 aircraft, manufacturer's serial no. 14 (the "A320-231 Simulator") manufactured and supplied by Thomson-CSF/Aerospatiale, Toulouse, France, and the NovoView 6PI/T four channel and six window computer generator visual system for installation and coupling, all within the limit of the scope of the design specifications thereof, to the simulator. 12 Exhibit IX REVOLVING LOAN PERIOD Date: BORROWING BASE CERTIFICATE Reference is made to the Amended and Restated Revolving Credit Agreement dated as of December 10, 1999 (as may be amended, restated or supplemented or otherwise modified from time to time, the "Credit Agreement") among America West Airlines, Inc. (the "Company"), the lenders from time to time party thereto and The Industrial Bank of Japan Limited, Los Angeles Agency, as arranger, initial issuing bank and as agent for such lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned, being the Vice President and Treasurer of the Company, does hereby certify for and on behalf of the Company, as of ____________ the following: BORROWING BASE COLLATERAL

A CASH AND PERMITTED CASH EQUIVALENTS A Collateral Balance: Rate of Advance: 100% Borrowing Base Value: - ------------------------------------------------------------------------------------------------------------------------- B STAGE III AIRCRAFT B Appraised Value: Rate of Advance: 85% Borrowing Base Value: - ------------------------------------------------------------------------------------------------------------------------- C ROTABLES C Book Value: Adjusted Fair Market Value: Lower of Book Value or Adjusted Fair Market Value: Rate of Advance: 40% Borrowing Base Value: - ------------------------------------------------------------------------------------------------------------------------- D MAINTENANCE FACILITY/HANGAR D Appraised Value: Rate of Advance: 66% Borrowing Base: - ------------------------------------------------------------------------------------------------------------------------- E 737-200A AIRCRAFT E Appraised Value: Rate of Advance: 66% Borrowing Base Value: - ------------------------------------------------------------------------------------------------------------------------- G SPARE ENGINES G Appraised Value: Rate of Advance: 66% Borrowing Base Value: - -------------------------------------------------------------------------------------------------------------------------

13

TOTAL BORROWING BASE VALUE: - ------------------------------------------------------------------------------------------------------------------------- TOTAL MAXIMUM ADVANCE VALUE: $90,000,000 - ------------------------------------------------------------------------------------------------------------------------- TOTAL LOANS - ------------------------------------------------------------------------------------------------------------------------- BORROWING BASE VALUE UNAVAILABLE - ------------------------------------------------------------------------------------------------------------------------- TOTAL UNAVAILABLE FOR LOAN - ------------------------------------------------------------------------------------------------------------------------- LESSER OF BORROWING BASE VALUE OR MAXIMUM ADVANCE VALUE: - ------------------------------------------------------------------------------------------------------------------------- AVAILABILITY - ------------------------------------------------------------------------------------------------------------------------- DEFICIENCY

In addition, the Company certifies that: (1) None of the Borrowing Base Collateral included in the calculation of the Borrowing Base is subject to an Event of Loss, Event of Damage, Repairable Event or Adjustment Event; (2) No reduction in the Borrowing Base is required pursuant to subsection 2.4B(iii)(1)(e) of the Credit Agreement; and (3) The portion of the Borrowing Base attributable to Rotables stated above does not exceed thirty percent (30%) of the aggregate Borrowing Base. AMERICA WEST AIRLINES, INC. By: ------------------------ Name: Title: EX-10.49 6 p65392ex10-49.txt EX-10.49 1 EXHIBIT 10.49 AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT This Amendment No. 3 dated July 31, 2001 ("Amendment No. 3") to the Amended and Restated Revolving Credit Agreement dated as of December 10, 1999 (as amended from time to time, the "Loan Agreement;" capitalized terms used herein and not otherwise defined herein are used as defined in the Loan Agreement) among America West Airlines, Inc. (the "Company") the lenders listed therein (collectively, the "Lenders"), The Industrial Bank of Japan, Limited, as Arranger, Co-Lead Book Manager, Initial Issuing Bank and as Agent for the Lenders from time to time party to the Loan Agreement (in such capacity, the "Agent"), Citicorp USA, Inc., as Arranger and Syndication Agent, Salomon Smith Barney Inc., as Co-Lead Book Manager and Bankers Trust Company, as Documentation Agent: WHEREAS, the Company, the Agent and the institutions from time to time becoming Lenders thereunder have entered into the Loan Agreement; WHEREAS, the Company, the Requisite Lenders and the Agent have amended the Loan Agreement by Amendment No. 1 dated as of April 16, 2001 ("Amendment No. 1") and desire to amend the Loan Agreement hereby and by Amendment No. 2 dated the date hereof ("Amendment No. 2"); NOW, THEREFORE, the parties hereto agree to amend the Loan Agreement and to such additional terms as follows: 1. Section 1.1 of the Loan Agreement is amended by inserting the following defined term in appropriate alphabetical order: "AMENDMENT NO. 3 EFFECTIVE DATE" means the date the Agent notifies the Company that all conditions precedent to the effectiveness of Amendment No. 3 to this Agreement, as set forth in such Amendment No. 3, have been satisfied. "FINANCING" means an issuance by the Company of up to $250,000,000 of senior unsecured notes substantially in the form shown in the Preliminary Offering Memorandum, of which a draft dated July 19, 2001 was provided to the Agent, or any other financing (or series of financings) arranged by the Company, in either case on market terms, which in either case is intended to provide the Company with not less than $140,000,000 in proceeds to the Company net of customary fees and other out-of-pocket expenses incurred in connection with such financing. Such financing or financings may not subordinate or otherwise adversely affect the rights of the Agent or the Lenders in the Collateral. The amendment set forth in this section shall be effective for the period from and after the date hereof, notwithstanding any other term hereof to the contrary. 2 2. Section 1.1 of the Loan Agreement is further amended by replacing the table set forth in the definition of the term "APPLICABLE MARGIN" with the following table:

Revolving Period Rating LIBOR Margin/Base Rate Margin ------ ----------------------------- Below B2 by Moody's or 4.25% / 3.25% Below B by S&P B2 by Moody's or 3.50% / 2.50% B by S&P B1 by Moody's or 3.00% / 2.00% B+ by S&P Ba3 by Moody's or 2.75% / 1.75% BB- by S&P Ba2 by Moody's or 2.50% / 1.50% BB by S&P

The amendment set forth in this section shall be effective for the period from and after the date hereof, notwithstanding any other term hereof to the contrary. 3. Section 1.1 of the Loan Agreement is further amended by replacing the table set forth in the definition of the term "COMMITMENT FEE RATE" with the following table:

Rating Rate ------ ---- Below B2 by Moody's or 1.125% Below B by S&P B2 by Moody's or .875% B by S&P B1 by Moody's or .75% B+ by S&P Ba3 by Moody's or .70% BB- by S&P Ba2 by Moody's or .625% BB by S&P

The amendment set forth in this section shall be effective for the period from and after the date hereof, notwithstanding any other term hereof to the contrary. 2 3 4. Subsection 2.4B(iii) of the Loan Agreement is amended by adding a new clause (3) at the end thereof as follows: (3) Prepayments due to a Financing. The Company shall promptly notify the Agent of each and every proposed financing transaction that would constitute all or part of the Financing. The Company shall promptly notify the Agent of the date that the Company expects that the proceeds of such transactions will have provided the Company with an aggregate of at least $140,000,000 in proceeds net of customary fees and other out-of-pocket expenses. Within five Business Days after the closing of the Financing (or, if the Financing consists of a series of transactions, the closing of the transaction that results in such aggregate proceeds being provided to the Company), the Company will prepay, without premium or penalty (other than pursuant to subsection 2.6D, if applicable), all amounts outstanding under the Commitments by applying the proceeds of such transactions as provided in Section 5.12. The amendment set forth in this section shall be effective for the period from and after the date hereof, notwithstanding any other term hereof to the contrary. 5. Subsection 2.10C(1) of the Loan Agreement is amended by deleting the word "and" immediately preceding "(D)" in the first sentence of such subsection and by adding the following at the end of such sentence before the period: ", and (E) any appraisal delivered pursuant to the terms of Section 2.10E or of Amendment No. 2 to this Agreement." The amendment set forth in this section shall be effective for the period from and after the date hereof, notwithstanding any other term hereof to the contrary. 6. A new Section 2.10E is added immediately after Section 2.10D of the Loan Agreement. Section 2.10E shall read as follows: E. ADDITIONAL APPRAISALS. Not more often than once in each calendar quarter, upon request of the Agent, the Company shall provide the Agent a desk top appraisal of the Rotables and Spare Engines constituting part of the Borrowing Base Collateral, satisfactory to the Agent, by an Approved Appraiser selected by the Agent. Not more often than once in any six-month period, upon request of the Agent, the Company shall provide the Agent an appraisal and inspection report covering the Rotables and Spare Engines constituting part of the Borrowing Base Collateral by an Approved Appraiser selected by the Agent. In the case of Rotables only, an inspection of the Rotables shall mean an inspection of a sample of the Rotables by the Approved Appraiser for the purpose of determining the accuracy of the inventory reports maintained by the Company for 3 4 the Rotables. The Company shall pay all costs of the appraisals and inspection reports furnished pursuant to the terms of this Section 2.10E. The terms of this Section 2.10E shall not limit the rights of the Agent or Lenders under any other section hereof or of any Security Agreement. Any appraisal delivered pursuant to the terms of this Section 2.10E shall be considered an Approved Appraisal for all purposes including without limitation calculating the Borrowing Base. The amendment set forth in this section shall be effective for the period from and after the Amendment No. 3 Effective Date. 7. Subsection 5.1(xvii) of the Loan Agreement is amended by adding the following at the end of such subsection before the period: "including without limitation offering memoranda, prospectuses, or other documents and information, whether publicly available or not, regarding the Financing." The amendment set forth in this section shall be effective for the period from and after the date hereof, notwithstanding any other term hereof to the contrary. 8. Section 5 of the Loan Agreement is amended by adding the following at the end of such section: 5.12 USE OF PROCEEDS OF FINANCING The Company may apply the proceeds of each financing transaction that is a Financing or is or could comprise part of a Financing, net of customary fees and other out-of-pocket expenses incurred by the Company in connection with such transaction, only (i) to prepay amounts outstanding under the Commitments as required by Section 2.4B(iii)(3), (ii) for working capital and other general corporate purposes, and (iii) in the case of any proceeds that exceed a net aggregate (after the payment of such customary fees and other out-of-pocket expenses) of $140,000,000, for any purpose that does not otherwise violate any provision of this Agreement. The amendment set forth in this section shall be effective for the period from and after the date hereof, notwithstanding any other term hereof to the contrary. 9. The amendments to the Loan Agreement described in Sections 3, 5, and 7 of Amendment No. 2 are hereby rescinded with effect for the period from and after the Amendment No. 3 Effective Date. From and after the Amendment No. 3 Effective Date, the phrase "fifty percent (50%)" set forth in Exhibit IX to the Loan Agreement shall be replaced with "thirty percent (30%)" and "60%" set forth in Section C of Exhibit IX shall be replaced with "40%." From and after the Amendment No. 3 Effective Date, the phrase "clauses (i), (vii), (xi), and (xii) of Section 6.3" set forth in clause (a) of Section 10 of Amendment No. 2 shall be replaced with "clause (xi) of Section 6.3," but any Investments made on or after July 31, 2001 but before the Amendment No. 3 Effective Date under clauses (i), (vii), or (xii) of Section 6.3 of the Loan 4 5 Agreement shall continue to be counted toward the $5,000,000 limit set forth in such section. From and after the Amendment No. 3 Effective Date, the release under the terms of Subsection 2.10B(ii)(1) of Borrowing Base Collateral in any of the categories shown in the table below shall reduce the Borrowing Base as shown in the table below for the respective category (and the pro forma Borrowing Base Certificate required to be delivered under the terms of clause (iv) of such subsection in connection with such release shall reflect such reduction):

Category Reduction Cash and Permitted Cash Equivalents 100% of the Dollar amount of the Cash or Cash Equivalent Stage III Aircraft (other than 737-200A Series Aircraft) 92.5% of the Fair Market Value of the Aircraft as stated in the Approved Appraisal thereof delivered at the time of removal 737-200A Series Aircraft, Spare Engines or Simulators 72.5% of the Fair Market Value of the 737-200A Series Aircraft, Spare Engines or Simulators as stated in the Approved Appraisal thereof delivered at the time of removal

For any addition to the Borrowing Base Collateral either following any such removal from the Borrowing Base Collateral, or contemporaneously with such removal as contemplated by the terms of the second following sentence, the percentages set forth for the various categories of Borrowing Base Collateral in the definition of Borrowing Base in Section 1.1 of the Loan Agreement, as amended, shall apply to the calculation of Borrowing Base. From and after the Amendment No. 3 Effective Date, at no time may Borrowing Base Collateral be added or removed if the effect of such action would be to reduce to less than 50% the proportion of the Borrowing Base attributable to Cash and Permitted Cash Equivalents, Aircraft, and Spare Engines (after giving effect to the respective percentages of Fair Market Value applicable to such categories of Borrowing Base Collateral that are used to calculate Borrowing Base under the definition of such term). In addition, from and after the Amendment No. 3 Effective Date, any removal of Borrowing Base Collateral shall, in addition to reducing the Borrowing Base as provided above, reduce the aggregate of the Lenders' Commitments by the same Dollar amount (and shall proportionally reduce each Lender's Commitment), unless at the time of such removal the Company adds Borrowing Base Collateral in accordance with the terms of Section 2.10B(ii)(2) of the Loan Agreement that is of the same category (as shown above in this Section 9) as the removed Borrowing Base Collateral and has an appraised value (as shown in an Approved Appraisal delivered to the Agent at the time of such addition) (or Dollar value in the case of Cash or Cash Equivalents) at least equal to that of the removed Borrowing Base Collateral (as shown in such Approved Appraisal), and each such reduction in the Lenders' Commitments shall be evidenced by a certificate executed by the Agent setting forth each Lender's new Commitment. Any addition to the Borrowing Base Collateral thereafter shall increase the Borrowing Base if the terms of the Loan Agreement would so provide but shall not increase the aggregate of the Lenders' Commitments or any Lender's Commitment. At the Company's expense, the Company shall deliver to the Agent at the time of any addition or removal, or simultaneous addition and removal, of Borrowing Base Collateral an Approved 5 6 Appraisal of all added or removed Borrowing Base Collateral (other than Cash or Cash Equivalents) and a pro forma Borrowing Base Certificate showing the effect of such addition or removal and certifying that no Borrowing Base Deficiency will result therefrom. It is acknowledged that the adjustments to the Lenders' Commitments provided for in this section shall be used for all purposes of the Loan Agreement including without limitation for the computation of the commitment fees payable by the Company under the terms of Section 2.3A thereof. 10. The waiver of the terms of Section 6.5D of the Loan Agreement provided in Section 9 of Amendment No. 2 is terminated with effect for the period from and after the Amendment No. 3 Effective Date. 11. With effect from and after the Amendment No. 3 Effective Date, Section 6.5A of the Loan Agreement is amended by deleting such section in its entirety, and replacing such section with the following: A. MINIMUM FIXED CHARGE COVERAGE RATIO. The Company shall not permit the ratio of (i) EBITDA plus Aircraft Rental Expense to (ii) Interest Expense plus Aircraft Rental Expense for any four-fiscal quarter period ending as of the last day of any fiscal quarter of the Company to be less than .70 to 1.00. 12. The Company agrees that the Liens on the Collateral granted pursuant to the Security Agreements and any other agreements contemplated hereby or by Amendment No. 2 shall serve as security for the due and punctual payment of the Obligations as amended hereby and by Amendment No. 1 and Amendment No. 2. 13. The Amendment No. 3 Effective Date (as defined in Section 1) shall occur on the date, if any, on or before October 31, 2001, when the Agent determines acting promptly and in good faith that all of the following conditions precedent have been satisfied: (i) The Company shall have closed the Financing on or before October 31, 2001 and shall have received at least $140,000,000 in proceeds from the Financing net of customary fees and other out-of-pocket expenses. (ii) The Agent shall have received an Officer's Certificate of the Company dated the Amendment No. 3 Effective Date stating that the condition set forth in Section 13(i) has been satisfied. (iii) The Company shall have repaid all outstanding principal and accrued and unpaid interest on the Loan and all other outstanding Obligations including without limitation all fees and expenses then due and payable hereunder and under Amendment No. 2, and no Obligations shall be outstanding on the Amendment No. 3 Effective Date. (iv) The Agent shall have received a counterpart of this Amendment No. 3 and of Amendment No. 2 duly executed and delivered by the Company and the Requisite Lenders. 6 7 (v) The Loan Agreement shall be in full force and effect, and no Event of Default or Potential Event of Default shall have occurred and be continuing (after giving effect to Amendment No. 2 and this Amendment No. 3), and the Agent shall have received an Officer's Certificate of the Company to such effect. (vi) Each Lender that has executed and delivered this Amendment No. 3 shall have received payment from the Company of a fee in an amount equal to such Lender's Commitment multiplied by .0025. (vii) The Company shall have paid all reasonable fees and expenses of counsel to the Agent in connection with the Loan Agreement, this Amendment No. 3 and the transactions contemplated thereby. (viii) The Company shall have complied with such other conditions as the Agent may specify in a closing list to be delivered to the Company. Promptly following or concurrently with satisfaction of the conditions of Section 13(i) above, the Company shall take all actions necessary to cause the other foregoing conditions to be satisfied and to prepay the Loans contemplated by the terms of Section 4 hereof. The Company acknowledges that its failure to take all such other actions may become an Event of Default under Section 7.5 of the Loan Agreement. 14. If the Amendment No. 3 Effective Date shall not have occurred on or before October 31, 2001, the provisions set forth herein that recite that they are effective from and after the Amendment No. 3 Effective Date (which are set forth in Sections 6, 9, 10, and 11 hereof) shall be null and void, and the terms of Amendment No. 2 that would have been affected according to the terms of Sections 9, 10, and 11 hereof shall remain in full force and effect. The terms of this Amendment No. 3 other than those set forth in Sections 6, 9, 10, and 11 hereof shall be in full force and effect from and after the execution and delivery hereof whether or not the Amendment No. 3 Effective Date occurs. 15. Each party hereto agrees that, to the maximum extent permitted by the law of the State of New York, this Amendment No. 3, and the rights and duties of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of New York (including Section 5-1401 of the New York General Obligations Law) in all respects, including in respect of all matters of construction, validity and performance but without giving effect to any provision thereof that may require application of the laws of another jurisdiction. 7 8 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be executed by their representative officers thereunto duly authorized, as of the date first above written. COMPANY: AMERICA WEST AIRLINES, INC. /s/ Stephen L. Johnson By: ________________________________ Name: Stephen L. Johnson Title: Senior Vice President INITIAL ISSUING BANK, AGENT AND LENDER: THE INDUSTRIAL BANK OF JAPAN, LIMITED, as Initial Issuing Bank, Agent and Lender /s/ Kazutoshi Kutrahara By: ________________________________ Name: Kazutoshi Kutrahara Title: General Manager LENDERS: CITICORP USA, INC. /s/ George E. Moyer, Jr. By: ________________________________ Name: George E. Moyer, Jr. Title: Vice President THE FUJI BANK, LIMITED /s/ Steven Brennan By: ________________________________ Name: Steven Brennan Title: Senior Vice President 9 THE MITSUBISHI TRUST AND BANKING CORPORATION /s/ Scott J. Paige By: ________________________________ Name: Scott J. Paige Title: Executive Vice President BANKERS TRUST COMPANY /s/ Marguerite Sutton By: ________________________________ Name: Marguerite Sutton Title: Vice President BANK ONE, ARIZONA, NA /s/ Dennis Warren By: ________________________________ Name: Dennis Warren Title: First Vice President BANK OF SCOTLAND /s/ Joseph Fratus By: ________________________________ Name: Joseph Fratus Title: Vice President GRAPHIC 7 p65392xbox.gif GRAPHIC begin 644 p65392xbox.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!PA>`/]%8T:PH,%_ M&0`H7,@0(3UF_R)&C*8N`T)P"O1(1"4@F$6+UB@0^H=*P2V$*/]94\!$P$F4 J%B/^`1!%XL>('#-EC'BSY,F0(S]& GRAPHIC 8 p65392box.gif GRAPHIC begin 644 p65392box.gif M1TE&.#EA#``,`/?^``````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___R'Y!`$``/X`+``````,``P`!P@Z`/\)'$APX)L? M"!,J_/<#F;B'$!\:8"BNX,`#%"T*Q/BCHD:.'BV"U/AOY,>,)SN2Y&C@@,N7 &+@$$!``[ ` end -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.4

   1
                                                                     EXHIBIT 3.4




                                     BYLAWS


                                       OF


                        AMERICA WEST HOLDINGS CORPORATION












                                DECEMBER 19, 1996

   2
                                TABLE OF CONTENTS



                                                                                   PAGE

                                                                                
ARTICLE I - OFFICES.............................................................     1

ARTICLE II - SEAL...............................................................     1

ARTICLE III - MEETINGS OF STOCKHOLDERS..........................................     1

     Section 3.01   Place of Meetings...........................................     1
     Section 3.02   Annual Meetings.............................................     1
     Section 3.03   Special Meetings............................................     2
     Section 3.04   Action by Consent in Lieu of a Meeting......................     2
     Section 3.05   Notice of Meetings..........................................     2
     Section 3.06   Stockholder Notices.........................................     2
     Section 3.07   Adjourned Meetings..........................................     3
     Section 3.08   Quorum and Adjournment......................................     3
     Section 3.09   Majority Vote Required......................................     3
     Section 3.10   Manner of Voting............................................     3
     Section 3.11   Proxies.....................................................     4
     Section 3.12   Presiding Officer and Secretary.............................     4
     Section 3.13   Disregard of Nomination or Proposal.........................     4
     Section 3.14   Inspections of Elections....................................     4

ARTICLE IV - DIRECTORS..........................................................     4

     Section 4.01   Powers......................................................     4
     Section 4.02   Number and Classification...................................     5
     Section 4.03   Nominations.................................................     5
     Section 4.04   Resignations................................................     5
     Section 4.05   Removal.....................................................     5
     Section 4.06   Vacancies...................................................     5
     Section 4.07   Presiding Officer and Secretary.............................     6
     Section 4.08   Annual Meetings.............................................     6
     Section 4.09   Regular Meetings............................................     6
     Section 4.10   Special Meetings............................................     6
     Section 4.11   Quorum and Powers of a Majority.............................     6
     Section 4.12   Waiver of Notice............................................     7
     Section 4.13   Manner of Acting............................................     7
     Section 4.14   Compensation................................................     7
     Section 4.15   Committees..................................................     7
     Section 4.16   Committee Procedure.........................................     8
     Section 4.17   Executive Committee.........................................     8

ARTICLE V - OFFICERS............................................................     9

     Section 5.01   Number......................................................     9
     Section 5.02   Election of Officers, Qualification and Term................     9
     Section 5.03   Removal.....................................................    10




                                       i.
   3
                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                   PAGE

                                                                                
     Section 5.04   Resignations................................................    10
     Section 5.05   Vacancies...................................................    10
     Section 5.06   Salaries....................................................    10
     Section 5.07   The Chairman of the Board...................................    10
     Section 5.08   The President...............................................    10
     Section 5.09   The Vice Presidents.........................................    11
     Section 5.10   The Secretary and the Assistant Secretary...................    11
     Section 5.11   The Treasurer and the Assistant Treasurer...................    11
     Section 5.12   Treasurer's Bond............................................    12
     Section 5.13   Chief Executive Officer.....................................    12
     Section 5.14   Chief Operating Officer.....................................    12

ARTICLE VI - STOCK..............................................................    12

     Section 6.01   Certificates................................................    12
     Section 6.02   Transfers...................................................    13
     Section 6.03   Lost, Stolen or Destroyed Certificates......................    13
     Section 6.04   Record Date.................................................    13
     Section 6.05   Registered Stockholders.....................................    13
     Section 6.06   Additional Powers of the Board..............................    14

ARTICLE VII - LIMITATIONS OF OWNERSHIP BY NON-CITIZENS..........................    14

     Section 7.01   Definitions.................................................    14
     Section 7.02   Policy......................................................    15
     Section 7.03   Foreign Stock Record........................................    15
     Section 7.04   Suspension of Voting Rights.................................    15
     Section 7.05   Beneficial Ownership Inquiry................................    16

ARTICLE VIII - MISCELLANEOUS....................................................    16

     Section 8.01   Place and Inspection of Books...............................    16
     Section 8.02   Indemnification of Directors, Officers, Employees and Agents    17
     Section 8.03   Dividends...................................................    19
     Section 8.04   Execution of Deeds, Contracts, and Other Agreements and
                    Instruments ................................................    19
     Section 8.05   Checks......................................................    20
     Section 8.06   Voting Shares in Other Corporations.........................    20
     Section 8.07   Fiscal Year.................................................    20
     Section 8.08   Gender/Number...............................................    20
     Section 8.09   Paragraph Titles............................................    20
     Section 8.10   Amendment...................................................    20
     Section 8.11   Certificate of Incorporation................................    20



                                       ii.
   4
                                     BYLAWS
                                       OF
                        AMERICA WEST HOLDINGS CORPORATION

                       (as effective on December 19, 1996)


                                    ARTICLE I

                                     OFFICES

                  In addition to its registered office in the state of Delaware,
the Corporation shall have a general office at Maricopa County, Arizona, and
such other offices, either within or without the State of Delaware, at such
locations as the Board of Directors may from time to time determine or the
business of the Corporation may require.

                                   ARTICLE II

                                      SEAL

                  The Corporation shall have a seal, which shall have inscribed
thereon its name and year of incorporation and the words, "Corporate Seal
Delaware." The seal shall be kept in safe custody by the Secretary of the
Corporation. It shall be affixed by the Chairman of the Board, the President or
any Vice President, the Secretary or any Assistant Secretary, or the Treasurer
to any corporate instrument or document requiring it, by practice or by law, and
when so affixed, it may be attested by the signature of the officer so affixing
it.

                                   ARTICLE III

                            MEETINGS OF STOCKHOLDERS

                  SECTION 3.01 PLACE OF MEETINGS. All meetings of stockholders
of the Corporation shall be held at the general office of the Corporation in
Maricopa County, State of Arizona, unless otherwise specified in the notice
calling any such meeting.

                  SECTION 3.02 ANNUAL MEETINGS. (a) All annual meetings of
stockholders shall be held on the first Tuesday of May, if not a legal holiday,
and if a legal holiday, then on the next business day following, or at such
other time, date and place as shall be determined by the Board of Directors from
time to time.

                  (b) At each annual meeting the stockholders shall, by
plurality of the votes cast, elect Directors and transact such other business as
may properly be brought before them.



                                       1.
   5
                  (c) The Board of Directors may, in advance of any annual or
special meeting of the stockholders, adopt an agenda for such meeting, adherence
to which the Chairman of the Board may enforce.

                  SECTION 3.03 SPECIAL MEETINGS. Special meetings of the
stockholders of the Corporation, for any purpose or purposes, unless otherwise
prescribed herein or by statute, may be called by the Chairman of the Board and
shall be called by the Secretary at the written request, or by resolution
adopted by the affirmative vote, of a majority of the Board of Directors. Such
request shall state the purpose or purposes of the proposed meeting.
Stockholders of the Corporation shall not be entitled to request a special
meeting of the stockholders.

                  SECTION 3.04 ACTION BY CONSENT IN LIEU OF A MEETING.
Stockholders may act by consent in lieu of a meeting in accordance with Delaware
Law only in the removal of directors in accordance with the Certificate of
Incorporation of the Corporation.

                  SECTION 3.05 NOTICE OF MEETINGS. (a) Notices of meetings of
stockholders shall be in writing and shall state the place (which may be within
or without the state of Delaware), date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which a meeting is
called. No business other than that specified in the notice thereof shall be
transacted at any special meeting.

                  (b) Such notice shall either be delivered personally or
mailed, postage prepaid, to each stockholder entitled to vote at such meeting
not less than ten nor more than 60 days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association or partnership.

                  (c) Notice of any meeting of stockholders need not be given to
any stockholder if waived by such stockholder in writing, whether before or
after such meeting is held, or if such stockholder shall sign the minutes or
attend the meeting.

                  SECTION 3.06 STOCKHOLDER NOTICES. (a) At any meeting of the
stockholders, only such business shall be conducted, and only such proposals
shall be acted upon as shall have been brought before the meeting (i) by, or at
the direction of the Board of Directors or (ii) by any stockholder who complies
with the notice procedures set forth in this Section 3.06 (or for election of
directors, with the notice provisions set forth in Section 4.03).

                  (b) For a proposal to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to the scheduled
annual meeting, regardless of any postponements, deferrals or adjournments of
that meeting to a later date; provided,


                                       2.
   6
however, that if less than 70 days notice or prior public disclosure of the date
of the scheduled annual meeting is given or made, notice by the stockholder to
be timely must be so delivered or received no later than the close of business
on the tenth day following the earlier of the day on which such notice of the
date of the scheduled annual meeting was mailed or the day on which such public
disclosure was made.

                  (c) A stockholder's notice to the Secretary shall in addition
set forth as to each matter the stockholder proposes to bring before the meeting
(i) a brief description of the proposal desired to be brought before the meeting
and the reasons for conducting such business at the meeting, (ii) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (iii) the class and number of shares which are beneficially owned
by the stockholder on the date of such stockholder notice and (iv) any material
interest of the stockholder in such proposal.

                  SECTION 3.07 ADJOURNED MEETINGS. When a meeting is adjourned
to another time or place, unless otherwise provided by these Bylaws, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the stockholders may transact any business which might have been
transacted at the original meeting. If an adjournment is for more than 30 days
or if after an adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each stockholder entitled to
vote at the meeting.

                  SECTION 3.08 QUORUM AND ADJOURNMENT. Except as otherwise
provided by law, by the Certificate of Incorporation of the Corporation or by
these Bylaws, the presence, in person or by proxy, of the holders of a majority
of the aggregate voting power of the stock issued and outstanding, entitled to
vote thereat, and the voting rights of which are not suspended, shall be
requisite and shall constitute a quorum for the transaction of business at all
meetings of stockholders. If, however, such majority shall not be present or
represented at any meeting of stockholders, the stockholders present, although
less than a quorum, shall have the power to adjourn the meeting.

                  SECTION 3.09 MAJORITY VOTE REQUIRED. When a quorum is present
at any meeting of stockholders, the affirmative vote of the majority of the
aggregate voting power of the shares present in person or represented by proxy
at the meeting and entitled to vote on the subject matter shall constitute the
act of the stockholders, unless by express provision of law, the Certificate of
Incorporation or these Bylaws a different vote is required, in which case such
express provision shall govern and control.

                  SECTION 3.10 MANNER OF VOTING. At each meeting of
stockholders, each stockholder having the right to vote, and whose voting rights
have not been suspended shall be entitled to vote in person or by proxy. Proxies
need not be filed with the Secretary of the Corporation until the meeting is
called to order, but shall be filed before being voted. Each stockholder shall
be entitled to vote each share of stock having voting power registered in his or
her name on the books of the Corporation on the record date


                                       3.
   7
fixed, as provided in Section 6.04 of these Bylaws, for the determination of
stockholders entitled to vote at such meeting. All elections of directors shall
be by written ballot.

                  SECTION 3.11 PROXIES. (a) At any meeting of stockholders, any
stockholder may be represented and vote by proxy or proxies appointed by a
written form of proxy. In the event that any form of proxy shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by the form of proxy upon all of the
persons so designated unless the form of proxy shall otherwise provide.

                  (b) The Board of Directors may, in advance of any annual or
special meeting of the stockholders, prescribe additional regulations concerning
the manner of execution and filing of proxies and the validation of the same,
which are intended to be voted at any such meeting.

                  SECTION 3.12 PRESIDING OFFICER AND SECRETARY. At each meeting
of stockholders, the Chairman of the Board shall preside and the Secretary shall
act as Secretary of the meeting.

                  SECTION 3.13 DISREGARD OF NOMINATION OR PROPOSAL. Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws, the
person presiding over any meeting of the stockholders shall have the power and
duty to determine whether a nomination or any other business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this Article III or Section 4.03 and, if any proposed nomination or business
is not in compliance with such provisions, to declare that such defective
proposal or nomination shall be disregarded.

                  SECTION 3.14 INSPECTIONS OF ELECTIONS. The Board of Directors
by resolution shall appoint one or more inspectors of election (which may
include individuals who serve the Corporation in other capacities including,
without limitation, as officers, employees, agents or representatives of the
Corporation) to act at any meeting of the stockholders and make a written report
thereof. Such appointments shall be made in accordance with, and each inspector
shall have the duties prescribed by, Section 231 of the General Corporation Law
of the State of Delaware (the "DGCL").

                                   ARTICLE IV

                                   DIRECTORS

                  SECTION 4.01 POWERS. The Board of Directors shall exercise all
of the power of the Corporation except such as are by law, or by the Certificate
of Incorporation of this Corporation or by these Bylaws conferred upon or
reserved to the stockholders of any class or classes.



                                       4.
   8
                  SECTION 4.02 NUMBER AND CLASSIFICATION. (a) The authorized
number of directors of the corporation shall be twelve (12), until such number
is changed by an amendment to this Bylaw duly adopted by the Board of Directors
or by proper action of the Stockholders. Directors need not be stockholders
unless so required by the Certificate of Incorporation. Each director shall hold
office until the election and qualification of his or her successor or until his
or her resignation, disqualification, removal or death.

                  (b) Subject to and at such time as provided in the Certificate
of Incorporation, the number of Directors shall be divided into three classes,
as nearly equal in number as may be, to serve staggered three-year terms on the
Board of Directors. In the case of any increase in the number of Directors of
the Corporation, the additional Directors shall be classified so that all
classes of Directors shall be increased equally as nearly as may be, and the
additional Directors shall be elected as provided herein by the Directors or by
the stockholders at an annual meeting. In case of any decrease in the number of
Directors of the Corporation, all classes of Directors shall be decreased
equally, as nearly as may be. Election of Directors shall be conducted as
provided in the Certificate of Incorporation, in these Bylaws, or by applicable
law.

                  (c) At all times the composition of the Board of Directors
shall comply in all respects with the U.S. citizenship requirements of the Act
(as hereinafter defined).

                  SECTION 4.03 NOMINATIONS. Except as otherwise provided in the
Stockholders' Agreement, no person shall be elected to the Board of Directors of
this Corporation at an annual meeting of the stockholders, or at a special
meeting called for that purpose, unless a written nomination of such person to
the Board of Directors (i) by a stockholder of the Corporation who is entitled
to vote at such meeting shall be received by the Secretary of the Corporation at
least 90 days prior to such meeting or (ii) is made by or at the direction of
the Board of Directors.

                  SECTION 4.04 RESIGNATIONS. Any Director may resign at any time
by giving written notice to the Board of Directors or the Secretary. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein. Acceptance of such resignation shall not be
necessary to make it effective.

                  SECTION 4.05 REMOVAL. Except as otherwise provided in the
Stockholders' Agreement, at any special meeting of the stockholders duly called
as provided herein, any Director may, by a vote of the holders of stock
representing a majority of the voting power of all the shares of stock issued
and outstanding and entitled to vote thereat, be removed from office with or
without cause, and the successor of the Director so removed may be elected at
such meeting. Stockholders shall have the right to act by written consent only
in the removal of directors in accordance with the Stockholders' Agreement or
any other voting agreement by and between GPA Group plc and AmWest Partners,
L.P. and their successors and assigns for so long as any such agreement remains
in force and effect. In the absence of such an election, any vacancy may be
filled as provided in Section 4.06.

                  SECTION 4.06 VACANCIES. (a) Except as otherwise provided in
the Stockholders' Agreement, in case any vacancy shall occur on the Board of
Directors because of death, resignation, retirement, disqualification, removal,
an increase in the authorized number of Directors or any other cause, the Board
of Directors may, at any meeting, by resolution adopted by the affirmative vote
of a majority of the Directors then in office, though less than a quorum, elect
a Director to fill such vacancy.



                                       5.
   9
                  (b) If, as a result of a disaster or emergency (as determined
in good faith by the then remaining Directors), it becomes impossible to
ascertain whether or not vacancies exist on the Board of Directors, and a person
is or persons are elected by Directors, who in good faith believe themselves to
be a majority of the remaining Directors, to fill a vacancy or vacancies that
said remaining Directors in good faith believe exists, then the acts of such
person or persons who are so elected as Directors shall be valid and binding
upon the Corporation and the stockholders, although it may subsequently develop
that at the time of the election (i) there was in fact no vacancy or vacancies
existing on the Board of Directors, or (ii) the Directors who so elected such
person or persons did not in fact constitute a majority of the remaining
Directors.

                  SECTION 4.07 PRESIDING OFFICER AND SECRETARY. At each meeting
of the Board of Directors, the Chairman of the Board shall preside, and the
Secretary shall act as secretary of the meeting.

                  SECTION 4.08 ANNUAL MEETINGS. The Board of Directors shall
meet each year immediately following the annual meeting of stockholders, at the
place where such meeting of stockholders has been held, or at such other place
as shall be fixed by the person presiding over the meeting of the stockholders
at which such Directors are elected, for the purpose of organization, election
of officers, and consideration of such other business as the Board considers
relevant to the management of the Corporation.

                  SECTION 4.09 REGULAR MEETINGS. Regular meetings of the Board
of Directors shall be held on such dates and at such times and places, within or
without the state of Delaware, as shall from time to time be determined by the
Board of Directors; provided, however, that the Board of Directors shall hold at
least four regular meetings in each year. In the absence of any such
determination, such meetings shall be held at such times and places, within or
without the State of Delaware, as shall be designated by the Chairman of the
Board on not less than three calendar days' notice (specifying the time and
place of the meeting and the agenda therefor) to each Director, given verbally
or in writing either personally, by telephone, by facsimile transmission, by
mail, by telegram or by telex.

                  SECTION 4.10 SPECIAL MEETINGS. Special meetings of the Board
of Directors shall be held at the call of the Chairman of the Board at such
times and places, within or without the State of Delaware, as he or she shall
designate, on not less than three calendar days' notice (specifying the time and
place of the meeting and the agenda therefor) to each Director, given verbally
or in writing either personally, by telephone, by facsimile transmission, by
mail, by telegram or by telex. Special meetings shall be called by the Secretary
on like notice at the written request of a majority of the Directors.

                  SECTION 4.11 QUORUM AND POWERS OF A MAJORITY. At all meetings
of the Board of Directors and of each committee thereof, a majority of the
members shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the Board of Directors
or such committee, unless by express provision of law,


                                       6.
   10
of the Certificate of Incorporation or these Bylaws, a different vote is
required, in which case such express provision shall govern and control. In the
absence of a quorum, a majority of the members present at any meeting may,
without notice other than announcement at the meeting, adjourn such meeting from
time to time until a quorum is present.

                  SECTION 4.12 WAIVER OF NOTICE. Notice of any meeting of the
Board of Directors, or any committee thereof, need not be given to any member if
waived by him or her in writing, whether before or after such meeting is held,
or if he or she shall sign the minutes or attend the meeting.

                  SECTION 4.13 MANNER OF ACTING. (a) Members of the Board of
Directors, or any committee thereof, may participate in any meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating therein can
hear each other, and participation in a meeting by such means shall constitute
presence in person at such meeting.

                  (b) Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board of Directors or such committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or such committee.

                  SECTION 4.14 COMPENSATION. (a) The Board of Directors, by a
resolution or resolutions may fix, and from time to time change, the
compensation of Directors.

                  (b) Each Director shall be entitled to reimbursement from the
Corporation for his or her reasonable expenses incurred in attending meetings of
the Board of Directors or any committee thereof.

                  (c) Nothing contained in these Bylaws shall be construed to
preclude any Director from serving the Corporation in any other capacity and
from receiving compensation from the Corporation for service rendered to it in
such other capacity.

                  SECTION 4.15 COMMITTEES. The Board of Directors may, by
resolution or resolutions adopted by the affirmative vote of a majority of the
Board of Directors, designate one or more committees, each committee to consist
of two or more Directors, which to the extent provided in said resolution or
resolutions shall have and may exercise the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation;
provided, however, that no such committee shall have the power to (i) elect
Directors, (ii) alter, amend, or repeal these Bylaws or any resolution of the
Board relating to such committee, (iii) appoint any member of such committee,
(iv) declare any dividend or make any other distribution to the stockholders of
the Corporation or (v) take any other actions which may lawfully be taken only
by the full Board of Directors. Such committee or committees shall have such
name or names as may be determined from time to time by resolutions adopted by
the Board of Directors.



                                       7.
   11
                  SECTION 4.16 COMMITTEE PROCEDURE. (a) Except as otherwise
provided by these Bylaws, each committee shall adopt its own rules governing the
time, place and method of holding its meetings and the conduct of its
proceedings and shall meet as provided by such rules or by resolution of the
Board of Directors. Unless otherwise provided by these Bylaws or any such rules
or resolutions, notice of the time and place of each meeting of a committee
shall be given to each member of such committee as provided in Section 4.10 of
the Bylaws with respect to notices of special meetings of the Board of
Directors.

                  (b) Each committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

                  (c) Any member of any committee, other than a member thereof
serving ex-officio, may be removed from such committee either with or without
cause, at any time, by resolution adopted by the affirmative vote of a majority
of the Board of Directors at any meeting thereof. Any vacancy in any committee
shall be filled by the Board of Directors in the manner prescribed by these
Bylaws for the original appointment of the members of such committee.

                  SECTION 4.17 EXECUTIVE COMMITTEE. There shall be established
an Executive Committee consisting of three (3) members. The Chairman of the
Board shall be a member and shall act as Chairman of the Executive Committee. In
addition, the Board of Directors shall elect from its members the remaining
members of the Executive Committee.

                  The Executive Committee shall, to the full extent of the DGCL,
have and may exercise in the intervals between meetings of the Board of
Directors, all the powers of the whole Board of Directors in its management of
the affairs and business of the Corporation, except the power or authority to:

                           (a) amend the Certificate of Incorporation;

                           (b) adopt any agreement of merger or consolidation;

                           (c) recommend to stockholders the sale, lease or
                  exchange of all or substantially all of the Corporation's
                  property and assets;

                           (d) recommend to stockholders a dissolution of the
                  Corporation or a revocation of a dissolution;

                           (e) amend these Bylaws;

                           (f) appoint or remove a member of any committee
                  established by the Board of Directors, fill vacancies on the
                  Board of Directors, remove an officer elected by the Board of
                  Directors, or raise or lower any officer's salary; or



                                       8.
   12
                           (g) declare dividends or authorize the issuance of
                  stock.

                  Meetings of the Executive Committee may be called at any time
by the Chairman of the Board and shall be held at the general office of the
Corporation or at such other place, within or without the State of Delaware, as
the Chairman of the Board may designate, on not less than one day's notice to
each member of the Executive Committee, given verbally or in writing either
personally, by telephone, by facsimile transmission, by mail, by telegram or
telex.

                                    ARTICLE V

                                    OFFICERS

                  SECTION 5.01 NUMBER. (a) The officers of the corporation shall
include a Chief Executive Officer, a President, one or more Vice Presidents
(including one or more Executive Vice Presidents and one or more Senior Vice
Presidents if deemed appropriate by the Board of Directors), a Secretary and a
Treasurer. The Board of Directors shall also elect a Chairman of the Board
pursuant to Section 5.02. The Board of Directors may also elect such other
officers as the Board of Directors may from time to time deem appropriate or
necessary. Except for the Chairman of the Board, none of the officers of the
Corporation need be a Director of the Corporation. Any two or more offices may
be held by the same person, but no officer shall execute, acknowledge, or verify
any instrument in more than one capacity.

                  (b) The Chairman of the Board shall be the Chief Executive
Officer unless the Board of Directors, by resolution adopted by the affirmative
vote of not less than a majority of the Directors then in office, designates the
President or some other person as Chief Executive Officer. The President shall
be the Chief Operating Officer. If at any time the offices of the Chairman of
the Board and Chief Executive Officer shall not be filled, the President shall
also be the Chief Executive Officer.

                  (c) The Board of Directors may delegate to the Chief Executive
Officer the power to appoint one or more employees of the corporation as
divisional or departmental vice presidents and fix the duties of such
appointees. However, no such divisional or departmental vice president shall be
considered as an officer of the Corporation, the officers of the Corporation
being limited to those officers elected by the Board of Directors.

                  SECTION 5.02 ELECTION OF OFFICERS, QUALIFICATION AND TERM. The
officers of the Corporation to be elected by the Board of Directors shall be
elected annually at the first meeting of the Board of Directors held after each
annual meeting of the stockholders. Each such officer shall hold office for one
year and until a successor shall have been duly elected and shall qualify in his
or her stead unless the Board of Directors shall have provided by contract or
otherwise in any particular case, or until such officer shall have resigned and
his or her resignation shall have become effective, or until such officer shall
have been removed in the manner hereinafter provided.


                                       9.
   13
Notwithstanding anything in this Section 5.02 to the contrary, the Chairman of
the Board may be elected only by the vote of a majority of the Directors then in
office (who may include the Director who is or is to be the Chairman of the
Board).

                  SECTION 5.03 REMOVAL. Except as otherwise expressly provided
in a contract duly authorized by the Board of Directors, any officer elected by
the Board of Directors may be removed, either with or without cause, at any time
by resolution adopted by the affirmative vote of a majority of the Board of
Directors at any meeting thereof; provided, however, that the Chairman of the
Board may be removed by the vote of a majority of the Directors then in office
(excluding the Director who is the Chairman of the Board).

                  SECTION 5.04 RESIGNATIONS. Any officer of the Corporation may
resign at any time by giving written notice to the Board of Directors or the
Chairman of the Board. Such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

                  SECTION 5.05 VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause may be filled
for the unexpired portion of the term by election by the Board of Directors at
any meeting thereof.

                  SECTION 5.06 SALARIES. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors from time to time, and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a Director of the Corporation.

                  SECTION 5.07 THE CHAIRMAN OF THE BOARD. (a) The Chairman of
the Board shall have the powers and duties customarily and usually associated
with the office of the Chairman of the Board. The Chairman of the Board shall
preside at meetings of the stockholders and of the Board of Directors. In the
event of the Chairman of the Board's absence or disability and the absence or
disability of the President, the Chairman of the Board shall have the power to
designate any Director to preside at any or all meetings of the Board of
Directors, and the power to designate any Director or any Vice President to
preside at any or all meetings of the stockholders.

                  (b) If at any time the office of President shall not be
filled, or in the event of the disability of the President, the Chairman of the
Board (if one shall be elected) shall have the duties and powers of the
President. The Chairman of the Board shall have such other powers and perform
such greater or lesser duties as may be delegated to him or her from time to
time by the Board of Directors.

                  SECTION 5.08 THE PRESIDENT. In the event of the disability of
the Chairman of the Board, the President shall have the powers and duties of the
Chairman of the Board. The President shall serve as chief operating officer and
shall have such other


                                      10.
   14
powers and perform such other duties as may be delegated to him or her from time
to time by the Board of Directors or the Chairman of the Board.

                  SECTION 5.09 THE VICE PRESIDENTS. Each Vice President shall
have such powers and perform such duties as may from time to time be assigned to
him or her by the Board of Directors, the Chairman of the Board or the
President.

                  SECTION 5.10 THE SECRETARY AND THE ASSISTANT SECRETARY. (a)
The Secretary shall attend meetings of the Board of Directors and meetings of
the stockholders and record all votes and minutes of all such proceedings in a
book kept for such purpose and shall perform like duties for the committees of
Directors as provided for in these Bylaws when required. The Secretary shall
give, or cause to be given, notice of all meetings of stockholders and of the
Board of Directors (except in case of meetings called by the Chairman of the
Board in accordance with Sections 4.09 or 4.10). He or she shall have charge of
the stock ledger (unless responsibility for maintaining the stock ledger is
delegated to a transfer agent by the Board of Directors pursuant to Section
6.06) and such other books and papers as the Board of Directors may direct. He
or she shall have all such further powers and duties as generally are incident
to the position of Secretary or as may from time to time be assigned to him or
her by the Board of Directors or the Chairman of the Board.

                  (b) Each Assistant Secretary shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chairman of the Board or the Secretary. In case of the
absence or disability of the Secretary, the Assistant Secretary designated by
the Secretary (or, in the absence of such designation, the senior Assistant
Secretary) shall perform the duties and exercise the powers of the Secretary.

                  SECTION 5.11 THE TREASURER AND THE ASSISTANT TREASURER. (a)
The Treasurer shall have custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. He or she may endorse all commercial
documents requiring endorsements for or on behalf of the Corporation and may
sign all receipts and vouchers for payments made to the Corporation.

                  (b) The Treasurer shall disburse funds of the Corporation as
may from time to time be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and render to the Board of Directors, the
Chairman of the Board and President, whenever they may require it, an account of
all transactions undertaken by him or her as Treasurer and of the financial
condition of the Corporation.

                  (c) The Treasurer shall also maintain adequate records of all
assets, liabilities and transactions of the corporation and shall see that
adequate audits thereof are currently and regularly made. The Treasurer shall
have such other powers and perform


                                      11.
   15
such other duties that generally are incident to the position of Treasurer or as
may from time to time be assigned to him or her by the Board of Directors, the
Chairman of the Board or the President.

                  (d) Each Assistant Treasurer shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chairman of the Board, the President or the Treasurer.
In case of the absence or disability of the Treasurer, the Assistant Treasurer
designated by the Treasurer (or, in the absence of such designation, the senior
Assistant Treasurer) shall perform the duties and exercise the powers of the
Treasurer.

                  SECTION 5.12 TREASURER'S BOND. If required by the Board of
Directors, the Treasurer or any Assistant Treasurer shall give the Corporation a
bond in such form and with such surety or sureties as are satisfactory to the
Board of Directors for the faithful performance of the duties of office and for
the restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

                  SECTION 5.13 CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer shall have, subject to the supervision, direction and control of the
Board of Directors, the general powers and duties of supervision, direction and
management of the affairs and business of the Corporation usually vested in the
chief executive officer of a Corporation, including, without limitation, all
powers necessary to direct and control the organizational and reporting
relationships within the Corporation. If at any time the office of Chairman of
the Board shall not be filled, the Chief Executive Officer shall have the powers
and duties of the Chairman of the Board.

                  SECTION 5.14 CHIEF OPERATING OFFICER. The Chief Operating
Officer shall, subject to the supervision, direction and control of the Chief
Executive Officer and the Board of Directors, manage the day-to-day operations
of the Corporation and, in general, shall assist the Chief Executive Officer.

                                   ARTICLE VI

                                      STOCK

                  SECTION 6.01 CERTIFICATES. Certificates or shares of the stock
of the Corporation shall be issued under the seal of the Corporation, or
facsimile thereof, and shall be numbered and shall be entered in the books of
the Corporation as they are issued. Each certificate shall bear a serial number,
shall exhibit the holder's name and the number of shares evidenced thereby, and
shall be signed by the Chairman of the Board or a Vice Chairman, if any, or the
Chief Executive Officer or the President or any Vice President and the Secretary
or an Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all
of the signatures on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been


                                      12.
   16
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person or entity were such officer,
transfer agent or registrar at the date of issue.

                  SECTION 6.02 TRANSFERS. Transfers of stock of the Corporation
shall be made on the books of the Corporation only upon surrender to the
Corporation of a certificate for the shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer; provided,
however, such succession, assignment, or transfer is not prohibited by the
Certificate of Incorporation, the Bylaws, applicable law, or contract.
Thereupon, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                  SECTION 6.03 LOST, STOLEN OR DESTROYED CERTIFICATES. Any
person claiming a certificate of stock to be lost, stolen or destroyed shall
make an affidavit or an affirmation of that fact, and shall give the Corporation
a bond of indemnity in satisfactory form and with one or more satisfactory
sureties, whereupon a new certificate may be issued of the same tenor and for
the same number of shares as the one alleged to be lost or destroyed.

                  SECTION 6.04 RECORD DATE. (a) In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of the stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors shall fix, in
advance, a record date, which shall not be more than 60 nor less than ten days
before the date of such meeting, nor more than 60 days prior to any other
action.

                  (b) If no record date is fixed by the Board of Directors, (i)
the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the date on which notice is given, or, if notice is waived by all
stockholders entitled to vote at the meeting, at the close of business on the
day next preceding the day on which the meeting was held and (ii) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

                  (c) A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

                  SECTION 6.05 REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares as the person entitled to exercise the rights referred to in
Section 6.04 and shall


                                      13.
   17
not be bound to recognize any equitable or other claim to or interest in any
such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by the
laws of the State of Delaware.

                  SECTION 6.06 ADDITIONAL POWERS OF THE BOARD. (a) In addition
to those powers set forth in Section 4.01, the Board of Directors shall have
power and authority to make all such rules and regulations as it shall deem
expedient concerning the issue, transfer and registration of certificates for
shares of stock of the Corporation.

                  (b) The Board of Directors may appoint and remove transfer
agents and registrars of transfers, and may require all stock certificates to
bear the signature of any such transfer agent and/or any such registrar of
transfers.

                  (c) The Board of Directors shall have power and authority to
create and issue (whether or not in connection with the issue and sale of any
stock or other securities of the Corporation) warrants, rights or options
entitling the holders thereof to purchase from the Corporation any shares of any
class or classes or any other securities of the Corporation for such
consideration and to such persons, firms or corporations as the Board of
Directors, in its sole discretion, may determine, setting aside from the
authorized but unissued stock of the Corporation the requisite number of shares
for issuance upon the exercise of such warrants, rights or options. Such
warrants, rights or options shall be evidenced by such instrument or instruments
as shall be approved by the Board of Directors. The terms upon which, the time
or times (which may be limited or unlimited in duration) at or within which, and
the price or prices at which any such shares or other securities may be
purchased from the Corporation upon the exercise of any such warrant, right or
option shall be such as shall be fixed and stated in a resolution or resolutions
of the Board of Directors providing for the creation and issue of such warrants,
rights or options.

                                   ARTICLE VII

                    LIMITATIONS OF OWNERSHIP BY NON-CITIZENS

                  SECTION 7.01 DEFINITIONS. (a) "Act" shall mean Subtitle VII of
Title 49 of the United States Code, as amended, or as the same may be from time
to time amended.

                  (b) "Beneficial Ownership," "Beneficially Owned" or "Owned
Beneficially" refers to beneficial membership as defined in Rule 13d-3 (without
regard to the 60-day provision in paragraph (d)(1)(i) thereof) under the
Securities Exchange Act of 1934, as amended.

                  (c) "Foreign Stock Record" shall have the meaning set forth
Section 7.03.



                                      14.
   18
                  (d) "Non-Citizen" shall mean any person or entity who is not a
"citizen of the United States" (as defined in Section 40102 of the Act),
including any agent, trustee or representative of a Non-Citizen.

                  (e) "Own or Control" or "Owned or Controlled" shall mean (i)
ownership of record, (ii) beneficial ownership or (iii) the power to direct, by
agreement, agency or in any other manner, the voting of Stock. Any determination
by the Board of Directors as to whether Stock is Owned or Controlled by a
Non-Citizen shall be final.

                  (f) "Permitted Percentage" shall mean 25% of the voting power
of the Stock.

                  (g) "Stock" shall mean the outstanding capital stock of the
Corporation entitled to vote; provided, however, that for the purpose of
determining the voting power of Stock that shall at any time constitute the
Permitted Percentage, the voting power of Stock outstanding shall not be
adjusted downward solely because shares of Stock may not be entitled to vote by
reason of any provision of this Article VII.

                  SECTION 7.02 POLICY. It is the policy of the Corporation that,
consistent with the requirements of the Act, Non-Citizens shall not Own or
Control more than the Permitted Percentage and, if Non-Citizens nonetheless at
any time Own or Control more than the Permitted Percentage, the voting rights of
the Stock in excess of the Permitted Percentage shall be automatically suspended
in accordance with Sections 7.03 and 7.04 below.

                  SECTION 7.03 FOREIGN STOCK RECORD. The Corporation or any
transfer agent designated by it shall maintain a separate stock record (the
"Foreign Stock Record") in which shall be registered Stock known to the
corporation to be Owned or Controlled by Non-Citizens. The Foreign Stock Record
shall include (i) the name and nationality of each such Non-Citizen, (ii) the
number of shares of Stock Owned or Controlled by such Non-Citizen and (iii) the
date of registration of such shares in the Foreign Stock Record. In no event
shall shares in excess of the Permitted Percentage be entered on the Foreign
Stock Record. In the event that the Corporation shall determine that Stock
registered on the Foreign Stock Record exceeds the Permitted Percentage,
sufficient shares shall be removed from the Foreign Stock Record so that the
number of shares entered therein does not exceed the Permitted Percentage. Stock
shall be removed from the Foreign Stock Record in reverse chronological order
based upon the date of registration therein.

                  SECTION 7.04 SUSPENSION OF VOTING RIGHTS. If at any time the
number of shares of Stock known to the Corporation to be Owned or Controlled by
Non-Citizens exceeds the Permitted Percentage, the voting rights of Stock Owned
or Controlled by Non-Citizens and not registered on the Foreign Stock Record at
the time of any vote or action of the stockholders of the Corporation shall,
without further action by the Corporation, be suspended. Such suspension of
voting rights shall automatically terminate upon the earlier of the (i) transfer
of such shares to a person or entity who is not


                                      15.
   19
a Non-Citizen, or (ii) registration of such shares on the Foreign Stock Record,
subject to the last two sentences of Section 7.03.

                  SECTION 7.05 BENEFICIAL OWNERSHIP INQUIRY. (a) The Corporation
may by notice in writing (which may be included in the form of proxy or ballot
distributed to stockholders in connection with the annual meeting or any special
meeting of the stockholders of the Corporation, or otherwise) require a person
that is a holder of record of Stock or that the Corporation knows to have, or
has reasonable cause to believe has, Beneficial Ownership of Stock to certify in
such manner as the Corporation shall deem appropriate (including by way of
execution of any form of proxy or ballot of such person) that, to the knowledge
of such person:

                  (i) all Stock as to which such person has record ownership or
         Beneficial Ownership is Owned and Controlled only by Citizens of the
         United States; or

                  (ii) the number and class or series of Stock owned of record
         or Beneficially Owned by such person that is Owned or Controlled by
         Non-Citizens is as set forth in such certificate.

                  (b) With respect to any Stock identified in response to clause
(a)(ii) above, the Corporation may require such person to provide such further
information as the Corporation may reasonably require in order to implement the
provisions of this Article VII.

                  (c) For purposes of applying the provisions of this Article
VII with respect to any Stock, in the event of the failure of any person to
provide the certificate or other information to which the Corporation is
entitled pursuant to this Section 7.05, the Corporation shall presume that the
Stock in question is Owned or Controlled by Non-Citizens.

                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01 PLACE AND INSPECTION OF BOOKS. (a) The books of
the Corporation other than such books as are required by law to be kept within
the State of Delaware shall be kept in the State of Arizona or at such place or
places either within or without the State of Delaware as the Board of Directors
may from time to time determine.

                  (b) At least ten days before each meeting of stockholders, the
officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least


                                      16.
   20
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.

                  (c) The Board of Directors shall determine from time to time
whether and, if allowed, when and under what conditions and regulations the
accounts and books of the Corporation (except such as may be by law specifically
open to inspection or as otherwise provided by these Bylaws) or any of them
shall be open to the inspection of the stockholders and the stockholders' rights
in respect thereof.

                  SECTION 8.02 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND AGENTS. (a) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a Director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
or owed in settlement actually and reasonably paid or incurred by him or her or
rendered or levied against him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation; and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, in itself, create a presumption that the
person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.

                  (b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
Director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses, including attorneys' fees, actually and reasonably
paid or incurred by him or her in connection with the defense or settlement of
such action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation; provided, however, that no indemnification shall be made in respect
to any claim, issue or matter as to which such person shall have been adjudged
to be liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought


                                      17.
   21
shall determine upon application that, despite the adjudication of liability but
in view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

                  (c) The Corporation shall, at the discretion of the Board of
Directors, indemnify all employees and agents of the Corporation (other than
Directors and officers) to the extent that Directors and officers shall be
indemnified pursuant to subsections (a) and (b).

                  (d) To the extent that a person who may be entitled to
indemnification by the Corporation under this section is or has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b), or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses, including attorney's
fees, actually and reasonably paid or incurred by him or her in connection
therewith.

                  (e) Any indemnification under subsections (a), (b), or (c)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the Director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in subsection (a) or (b). Such determination shall be made
(i) by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding, (ii) if such
a quorum is not obtainable, or, even if obtainable, a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion, (iii)
by the stockholders, or (iv) in any case in which applicable law makes court
approval a prerequisite to indemnification, by the court in which such action,
suit or proceeding was brought or another court of competent jurisdiction.

                  (f) Expenses, including attorneys' fees, incurred by an
officer or Director in defending a civil, criminal, administrative, or
investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the Director or officer to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this section. Such expenses,
including attorneys' fees, incurred by other employees and agents shall be so
paid upon terms and conditions, if any, as the Board of Directors deems
appropriate.

                  (g) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of the
stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.

                  (h) The provisions of this section shall continue as to a
person who has ceased to be a Director, officer, employee or agent and shall
inure to the benefit of the


                                      18.
   22
estate, executors, administrators, spouse, heirs, legatees or devisees of a
person entitled to indemnification hereunder and the term "person," where used
in the section shall include the estate, executors, administrators, spouse,
heirs, legatees or devisees of such person.

                  (i) For the purposes of this Section 8.02, (i) "employee
benefit plan" and "fiduciary" shall be deemed to include, but not be limited to,
the meanings set forth, respectively, in Section 3(3) and 21(A) of the Employee
Retirement Income Security Act of 1974, as amended, and references to the
judgments, fines and amounts paid or owed in settlement or rendered or levied
shall be deemed to encompass and include excise taxes required to be paid
pursuant to applicable law in respect of any transaction involving an employee
benefit plan, (ii) references to the Corporation shall be deemed to include any
predecessor corporation and any constituent corporation absorbed in a merger,
consolidation or other reorganization of or by the Corporation which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees, agents or fiduciaries so that any
person who was a director, officer, employee, agent or fiduciary of such
predecessor or constituent corporation, or served at the request of such
predecessor or constituent corporation as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the
provisions of this Section 8.02 with respect to the Corporation as such person
would have with respect to such predecessor or constituent corporation if its
separate existence had continued, and (iii) all other terms shall be deemed to
have the meanings for such terms as set forth in Section 145 of the DGCL.

                  SECTION 8.03 DIVIDENDS. (a) Dividends may be declared at the
discretion of the Board of Directors at any meeting thereof.

                  (b) Dividends may be paid to stockholders in cash or, when the
Directors shall so determine, in stock. A Director shall be fully protected in
relying in good faith upon the books of account of the Corporation or statements
prepared by any of its officers as to the value and amount of the assets,
liabilities or net profits of the Corporation, or any other facts pertinent to
the existence and amount of surplus or other funds from which dividends might
properly be declared.

                  (c) Before payment of any dividend or any distribution of
profits, there may be set aside out of the said surplus of the Corporation such
sum or sums as the Board of Directors from time to time, in its discretion
thinks proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for such other purpose as the Board of Directors shall think
conducive to the interests of the Corporation and the Board of Directors may
abolish any such reserve in the manner in which it was created.

                  SECTION 8.04 EXECUTION OF DEEDS, CONTRACTS, AND OTHER
AGREEMENTS AND INSTRUMENTS. Subject to the specific directions of the Board of
Directors, all deeds, mortgages and bonds entered into by the Corporation and
all other written contracts and agreements to which the Corporation shall be a
party shall be executed in its name by the


                                      19.
   23
Chairman of the Board, the President, or a Vice President, or such other person
or persons as may be authorized by any such officer.

                  SECTION 8.05 CHECKS. All checks, drafts, acceptances, notes
and other orders, demands or instruments in respect to the payment of money may
be signed or endorsed on behalf of the Corporation by such officer or officers
or by such agent or agents as the Board of Directors may from time to time
designate.

                  SECTION 8.06 VOTING SHARES IN OTHER CORPORATIONS. The Chairman
of the Board of the Corporation (or any other Director designated by a majority
of the Board of Directors) may vote any and all shares held by the Corporation
in any other corporation.

                  SECTION 8.07 FISCAL YEAR. The fiscal year of the Corporation
shall correspond with the calendar year.

                  SECTION 8.08 GENDER/NUMBER. As used in these Bylaws, the
masculine, feminine or neuter gender, and the singular or plural number, shall
each include the others whenever the context so indicates.

                  SECTION 8.09 PARAGRAPH TITLES. The titles of the paragraphs
have been inserted as a matter of reference only and shall not control or affect
the meaning or construction of any of the terms and provisions hereof.

                  SECTION 8.10 AMENDMENT. These Bylaws may be altered, amended
or repealed by the affirmative vote of the holders of a majority of the voting
power of the stock issued and outstanding and entitled to vote at any meeting of
stockholders or by resolution adopted by the affirmative vote of not less than a
majority of the Directors in office at any annual or regular meeting of the
Board of Directors or at any special meeting of the Board of Directors if notice
of the proposed alteration, amendment or repeal be contained in the notice of
such special meeting.

                  SECTION 8.11 CERTIFICATE OF INCORPORATION. Notwithstanding
anything to the contrary contained herein, if any provision contained in these
Bylaws is inconsistent with or conflicts with a provision of the Certificate of
Incorporation, such provision of these Bylaws shall be superseded by the
inconsistent provision in the Certificate of Incorporation to the extent
necessary to give effect to such provision in the Certificate of Incorporation.




                                      20.

EX-10.47

   1
                                                                   Exhibit 10.47

                                                               EXECUTION VERSION

                  AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT

         This Amendment No. 1 dated as of April 16, 2001 (the "Amendment No. 1")
to the Amended and Restated Revolving Credit Agreement dated as of December 10,
1999 (the "Loan Agreement"; capitalized terms used herein and not otherwise
defined herein are used as defined in the Loan Agreement) among America West
Airlines, Inc. (the "Company") the lenders listed therein (collectively, the
"Lenders"), The Industrial Bank of Japan, Limited, as Arranger, Co-Lead Book
Manager, Initial Issuing Bank and as Agent for the Lenders from time to time
party to the Loan Agreement (in such capacity, the "Agent"), Citicorp USA, Inc.,
as Arranger and Syndication Agent, Salomon Smith Barney Inc., as Co-Lead Book
Manager and Bankers Trust Company, as Documentation Agent:

         WHEREAS, the Company, the Agent and the institutions from time to time
becoming Lenders thereunder have entered into that certain Loan Agreement;

         WHEREAS, the Company, the Requisite Lenders and the Agent desire to
amend the Loan Agreement;

         NOW, THEREFORE, the parties hereto agree to amend the Loan Agreement as
follows:

1.   Section 1.1 of the Loan Agreement is amended by deleting subsection (B) of
     the definition of the term "BORROWING BASE" and substituting therefor: "(B)
     (i) with respect to Aircraft other than any 737-200A series aircraft, 85%
     of the Fair Market Value of all Stage III Aircraft (other than any 737-200A
     series aircraft) as stated in the then most recently delivered Approved
     Appraisal thereof and (ii) with respect to any Aircraft that is a 737-200A
     series aircraft, 66% of the Current Market Value as stated in the then most
     recently delivered Approved Appraisal thereof, plus"

2.   Section 1.1 of the Loan Agreement is amended by inserting the following
     words in appropriate alphabetical order: "CURRENT MARKET VALUE" for any
     Borrowing Base Collateral means the value of such Borrowing Base
     Collateral, as determined by an Approved Appraiser in the most recently
     delivered Approved Appraisal thereof, obtainable by a willing and informed
     seller at the time of determination in an arm's-length transaction between
     a seller with an intention to sell and an informed and willing buyer-user
     (other than a lessee or other Person currently in possession and a used
     equipment dealer or broker) under no compulsion to buy and based on the
     then condition of such Borrowing Base Collateral."

3.   Section 1.1 of the Loan Agreement is amended by adding the following words
     to the end of the definition of "EBITDA": "; provided, that the Company may
     exclude from EBITDA, without duplication of items included in clause (vi)
     above, non-recurring charges incurred by the Company during the fourth
     fiscal quarter of the Company in its fiscal year 2000 and the second fiscal
     quarter of the Company in its fiscal year 2001, such amounts not to exceed
     $16,000,000 and $8,500,000, respectively and provided, further that except
     as expressly set
   2
     forth in the preceding proviso, nothing shall restrict the operation of
     clause (vi) above as to other periods.".

4.   Section 1.1 of the Loan Agreement is amended by deleting the definition of
     "ELIGIBLE STAGE III AIRCRAFT" in its entirety, and replacing therefor:

"ELIGIBLE STAGE III AIRCRAFT" means an aircraft, including engines, that meets
the "Stage III" noise standards of the Federal Aviation Regulations, is of the
type described in Schedule 2.10 and has met such standards either (x) in the
case of an aircraft other than a 737-200A series aircraft, since it was
originally manufactured and delivered or (y) in the case of a 737-200A series
aircraft, either at the time such aircraft becomes subject to the Lien of an
Aircraft Security Agreement or at the time such aircraft was originally
manufactured and delivered."

5.   Section 2.10C(1)(B) of the Loan Agreement is amended by inserting the
     following words immediately after the words "(except, in the case of
     Rotables": ", Aircraft that are 737-200A series aircraft".

6.   Section 6.5A of the Loan Agreement is amended by deleting such section in
     its entirety, and replacing therefor:

"MINIMUM FIXED CHARGE COVERAGE RATIO. The Company shall not permit the ratio of
(i) EBITDA plus Aircraft Rental Expense to (ii) Interest Expense plus Aircraft
Rental Expense for any four-fiscal quarter period ending as of the last day of
any fiscal quarter of the Company to be less than:

For periods prior to December 31, 2000:  1.15 to 1.00
For periods after December 31, 2000 to March 31, 2001:  1.10 to 1.00
For periods after March 31, 2001 to June 30, 2001:  1.00 to 1.00
For periods after June 30, 2001 to September 30, 2001: 1.00 to 1.00
For periods after September 30, 2001:  1.15 to 1.00."

7.   Schedule 2.10 to the Loan Agreement is amended by replacing the reference
     to "737-300" with "737-200A" and by replacing the reference to "737-500
     series aircraft" with "757-200 or higher series aircraft".

8.   This Amendment No. 1 shall, subject to satisfaction of the conditions
     precedent contained in Section 9 below, be effective as of March 30, 2001.
     The Agent or its counsel shall notify the Company (including notification
     by e-mail) promptly upon the expiration of the deadline set forth in
     Section 8(ii) below of the receipt by the Agent's counsel of counterpart
     signatures from the Lenders, specifying the Lenders who have sent signature
     counterparts and the amount of such Lender's Commitment.

9.   This Amendment No.1 shall be effective subject to satisfaction of all of
     the following conditions precedent:
   3
         (i) The Agent shall have received a counterpart of this Amendment No. 1
duly executed and delivered by the Company and the Required Lenders.

         (ii) Each Lender executing and delivering to Agent's counsel (including
delivery by fax followed by courier or messenger) a counterpart to this
Amendment No. 1 on or before 5:00 p.m. (New York City time) on April 16, 2001
shall have received payment from the Company of a fee in an amount equal to such
Lender's Commitment multiplied by .0025.

         (iii) The Loan Agreement shall be in full force and effect, and no
Event of Default or Potential Event of Default shall have occurred and be
continuing under the Loan Agreement (after giving effect to this Amendment No.
1), and the Agent shall have received a certificate of an officer of the Company
to such effect.

         (iv) The Company shall have paid all reasonable fees and expenses of
counsel to the Agent in connection with the Loan Agreement, this Amendment No. 1
and the transactions contemplated thereby.

         The Company shall promptly upon demand (but in any event no later than
five (5) Business Days after demand) (i) execute and deliver any instruments,
agreements, UCC financing statements or similar instruments necessary or
appropriate to perfect the Agent's security interest in the Collateral in form
and substance reasonably satisfactory to the Agent and (ii) pay all costs and
expenses (including, without limitation, reasonable legal fees and expenses) in
connection with a review of the Agent's security interest and legal opinion or
other written report in form and substance satisfactory to the Agent by (x)
Lewis and Roca LLP with respect to the Agent's security interest in the
Simulators and the Maintenance Facility, (y) Daugherty, Fowler, Peregrin &
Haught, with respect to the Agent's security interest in the Rotables, Spare
Engines, Spare Parts and Aircraft (if any) and (z) Fulbright & Jaworski L.L.P.,
with respect to UCC filings made to perfect the Agent's security interest in the
Rotables.

10.  Except as expressly amended hereby, the Loan Agreement remains in full
     force and effect. The Company ratifies and confirms the Loan Agreement and
     each Loan Document. Each reference in the Loan Agreement and each Loan
     Document to the "Loan Agreement" shall mean and constitute a reference to
     the Loan Agreement as amended by this Amendment No. 1.

11.  This Amendment No. 1 has been executed and delivered in the State of New
     York. Each party hereto agrees that, to the maximum extent permitted by the
     law of the State of New York, this Amendment No. 1, and the rights and
     duties of the parties hereunder, shall be governed by, and construed in
     accordance with, the laws of the State of New York (including Sections
     5-1401 and 5-1402 of the New York General Obligations Law) in all respects,
     including in respect of all matters of construction, validity and
     performance but without giving effect to any provision thereof that may
     require application of the laws of another jurisdiction.
   4
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be executed by their representative officers thereunto duly authorized, as of
the date first above written.

                                 COMPANY:

                                 AMERICA WEST AIRLINES, INC.


                                 By:    /s/ Thomas T. Weir
                                        ---------------------------------------
                                   Name:    Thomas T. Weir
                                   Title:   Vice President and Treasurer



                                 INITIAL ISSUING BANK, AGENT AND LENDER:

                                 THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                 as Initial Issuing Bank, Agent and Lender


                                 By:    /s/ Vicente L. Timiraos
                                        ---------------------------------------
                                 Name:      Vicente L. Timiraos
                                 Title:     Joint General Manager



                                 LENDERS:


                                 CITICORP USA, INC.


                                 By:    /s/ Walter L. Larsen
                                        ---------------------------------------
                                 Name:      Walter L. Larsen
                                 Title:     Managing Director



                                 THE FUJI BANK, LIMITED


                                 By:
                                        ---------------------------------------
                                 Name:
                                 Title:
   5
                                 THE MITSUBISHI TRUST AND BANKING CORPORATION


                                 By:    /s/ Scott J. Paige
                                        ---------------------------------------
                                 Name:      Scott J. Paige
                                 Title:     Executive Vice President


                                 BANKERS TRUST COMPANY


                                 By:    /s/ Marguerite Sutton
                                        ---------------------------------------
                                 Name:      Marguerite Sutton
                                 Title:     Vice President


                                 BANK ONE, ARIZONA, NA


                                 By:    /s/ Gene Coffman
                                        ---------------------------------------
                                 Name:      Gene Coffman
                                 Title:     First Vice President


                                 BANK OF SCOTLAND

                                 By:    /s/ Annie Glyrn
                                        ---------------------------------------
                                 Name:      Annie Glyrn
                                 Title:     Senior Vice President

EX-10.48

   1
                                                                 EXHIBIT 10.48

                  AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

         This Amendment No. 2 dated July 31, 2001 ("Amendment No. 2") to the
Amended and Restated Revolving Credit Agreement dated as of December 10, 1999
(as amended from time to time, the "Loan Agreement;" capitalized terms used
herein and not otherwise defined herein are used as defined in the Loan
Agreement) among America West Airlines, Inc. (the "Company") the lenders listed
therein (collectively, the "Lenders"), The Industrial Bank of Japan, Limited, as
Arranger, Co-Lead Book Manager, Initial Issuing Bank and as Agent for the
Lenders from time to time party to the Loan Agreement (in such capacity, the
"Agent"), Citicorp USA, Inc., as Arranger and Syndication Agent, Salomon Smith
Barney Inc., as Co-Lead Book Manager and Bankers Trust Company, as Documentation
Agent:

         WHEREAS, the Company, the Agent and the institutions from time to time
becoming Lenders thereunder have entered into the Loan Agreement;

         WHEREAS, the Company, the Requisite Lenders and the Agent have amended
the Loan Agreement by Amendment No. 1 dated as of April 16, 2001 ("Amendment No.
1") and desire to amend the Loan Agreement hereby and by Amendment No. 3 dated
the date hereof ("Amendment No. 3");

         NOW, THEREFORE, the parties hereto agree to amend the Loan Agreement
and to such additional terms as follows:

         - Section 1.1 of the Loan Agreement is amended by deleting "60%" in
subsection (C) of the definition of the term "BORROWING BASE" and substituting
"40%" therefor.

         - Section 1.1 of the Loan Agreement is further amended by inserting the
following defined term in appropriate alphabetical order:

         "ADDITIONAL COLLATERAL" means the four Boeing 737-200A aircraft and
         three spare engines more particularly described in Schedule 1.1."

         - Section 1.1 of the Loan Agreement is further amended by replacing the
definition of Borrowing Base Deficiency with the following:

         "BORROWING BASE DEFICIENCY" means, at any time when either (i) the
         Borrowing Base, as calculated in the Borrowing Base Certificate then
         most recently delivered, or (ii) $90,000,000 (reduced by any amount or
         amounts by which the Borrowing Base has been reduced after July 31,
         2001, and increased by any amounts by which the Borrowing Base has been
         increased on or after such date, but in no event to an amount in excess
         of $90,000,000) is less than Outstanding Amounts, the amount of such
         deficiency (and if the amounts set forth in clauses (i) and (ii) are
         both less than Outstanding Amounts, Borrowing Base
   2
         Deficiency shall equal the greater of the two deficiencies).

         - The Loan Agreement is amended by adding as a new Schedule 1.1 thereto
Schedule 1.1 hereto.

         - Clause (1)(x) of the proviso to the second sentence of Subsection
2.1A(i) of the Loan Agreement, clause (ii)(b) of the proviso to the first
sentence of Section 2.9A, and Subsection 3.2A(i) of the Loan Agreement are
amended by replacing "$125,000,000" with "$90,000,000." For the avoidance of
doubt, it is acknowledged that the other reference to "$125,000,000" in
Subsection 2.1A(i) is not amended, and that the amendments specified in this
section do not affect the Lenders' Commitments. In addition, in any circumstance
in which the Borrowing Base is reduced or increased following the date hereof,
each such reference to "$90,000,000" shall be reduced or increased,
respectively, by one dollar for each dollar that the Borrowing Base is reduced
or increased, except that such reference shall in no event be increased to above
$90,000,000. Subsection 2.4(B)(iii)(1)(a) of the Loan Agreement is amended by
replacing "of the Borrowing Base" appearing in the eighth line of such
subsection with "permitted by the terms of Subsections 2.1A(i) and 2.9A," and by
replacing "increase the Borrowing Base to the Outstanding Amounts" appearing in
the thirteenth line of such subsection with "meet the requirements of
Subsections 2.1A(i) and 2.9A." The Loan Agreement is amended by replacing
Exhibit IX thereto with Exhibit IX hereto.

         - Sections 2.10A and 2.10D of the Loan Agreement are amended by
changing "fifty percent (50%)" in each place where such phrase appears in such
sections to "thirty percent (30%)." Section 2.10A is further amended by deleting
the word "Collateral" in the last sentence of such section.

         - Subsection 2.10B(ii)(1) of the Loan Agreement is amended by changing
the word "penultimate" in the first line to "third," by substituting the term
"Borrowing Base Collateral" for the term "Borrowing Base" in clause (iv) of the
second sentence of such subsection, and by adding the following sentence at the
end of such section:

         Without affecting the terms of the third sentence of this subsection
         2.10B(ii)(1) and without affecting the terms of subsection 2.4B(iii),
         but notwithstanding any other terms of this section 2.10B(ii)(1) to the
         contrary, no Borrowing Base Collateral shall be released from the Lien
         of any Security Agreement unless (a) such Borrowing Base Collateral
         consists of Simulators, (b) prior to the release of any Simulator the
         Additional Collateral shall have been added to the Borrowing Base
         Collateral in compliance with the terms hereof (including without
         limitation delivery to the Agent of appraisals, inspection reports, and
         legal opinions with respect to the Additional Collateral satisfactory
         to the Agent pursuant to the terms of subsection 2.10B(ii)(2)), (c) the
         Additional Collateral has a Borrowing Base Value greater than that of
         the Simulators, and (d) the Company shall have complied with the other
         requirements set forth in this subsection for the release of Borrowing
         Base Collateral, including, without limitation, delivering to the Agent
         an

                                       2
   3
         updated Borrowing Base Certificate giving pro forma effect to such
         release and certifying that no Borrowing Base Deficiency will result
         therefrom (after taking into account the addition of the Additional
         Collateral to the Borrowing Base Collateral).

         On the date hereof, assuming the Company has complied with the
requirements for the effectiveness hereof set forth in Section 14 (with the
Borrowing Base Value of the Simulators being released determined with reference
to an appraisal delivered to the Agent dated January 31, 2001), the Agent shall
execute and deliver to the Company such documents furnished by the Company that
are necessary to release the Liens of the Security Agreements on the Simulators
described in Schedule 1.2 hereto.

         - Section 6.5A of the Loan Agreement is amended by deleting such
section in its entirety, and replacing such section with the following:

         A. MINIMUM FIXED CHARGE COVERAGE RATIO. The Company shall not permit
         the ratio of (i) EBITDA plus Aircraft Rental Expense to (ii) Interest
         Expense plus Aircraft Rental Expense for any four-fiscal quarter period
         ending as of the last day of any fiscal quarter of the Company to be
         less than:

         For the period ending June 30, 2001: .75 to 1.00
         For the period ending September 30, 2001: .70 to 1.00
         For periods ending after September 30, 2001: 1.15 to 1.00.

         The Company agrees to deliver to the Agent and Lenders the Compliance
Certificate required by the terms of Subsection 5.1(iii)(b) for the fiscal year
ending December 31, 2001 not later than January 31, 2002 and the Agent and
Lenders may (but shall not be required to) rely upon such Compliance Certificate
(as though it were delivered at the time otherwise required under the Loan
Agreement) notwithstanding that the Company's audited financial statements for
such fiscal year will not yet then be completed. If, at the time the Company
delivers the financial statements (or Form 10-K) required by the terms of
Subsection 5.1(ii) for such fiscal year, the accountant's reports provided
pursuant to the terms of Subsection 5.1(ii)(c) or in the Company's Form 10-K for
such fiscal year have revealed that such Compliance Certificate is not accurate,
then along with such financial statements (or Form 10-K) the Company shall also
provide a revised Compliance Certificate for such fiscal year (revised to
reflect audit adjustments only). If, at such time, the Compliance Certificate
delivered not later than January 31, 2002 shall have been proved accurate by
such accountant's reports, the Company shall along with such financial
statements (or Form 10-K) deliver to the Agent and Lenders an Officer's
Certificate to such effect. The terms of this paragraph shall only affect the
requirement to deliver a Compliance Certificate for the fiscal year ending
December 31, 2001.

         - The obligation of the Company to comply with the terms of Section
6.5D of the Loan Agreement is hereby waived until the earlier of (a) the
Amendment No. 3 Effective Date (as defined in Amendment No. 3) and (b) October
31, 2001.

                                       3
   4
         - The Company agrees to the following limitations on its and its
Subsidiaries' rights under Sections 6.3, 6.4 and 6.6 of the Loan Agreement: the
aggregate of (a) all Investments made on or after the date hereof and otherwise
permitted under the terms of clauses (i), (vii), (xi), and (xii) of Section 6.3,
(b) all amounts expended on or after the date hereof for Restricted Payments
otherwise permitted under the terms of Section 6.4, and (c) all amounts expended
on or after the date hereof for acquisitions of capital stock and assets
otherwise permitted under the terms of Section 6.6(iv), shall not at any time
exceed $5,000,000, except, that the amounts expended for dividends on and
distributions in respect of the Capital Stock of the Company, or any loans or
advances, in each case, paid to, or on behalf of, Holdings to the extent
necessary to enable Holdings to fund its ordinary course of business expenses
and overhead in an amount not to exceed $3,500,000 shall not be counted toward
such $5,000,000 limit. Notwithstanding the terms of Sections 6.3, 6.7, 6.12 and
6.13 of the Loan Agreement, the Company shall be permitted to enter into a joint
venture transaction on the terms described in Exhibit I hereto, and (i) the
capital contributions made by the Company in connection therewith as described
in such exhibit will not be counted toward the $5,000,000 limit described in the
preceding sentence or in any category of permitted investments under Section
6.3, but only if and to the extent such contributions do not exceed $500,000 and
are made either before December 31, 2001 or pursuant to an agreement entered
into by the Company and an affiliate of The General Electric Company on or
before such date, (ii) such transaction will not be considered an Asset Sale for
purposes of Section 6.11 of the Loan Agreement, and (iii) the holding by the
Company, or the issuance to the Company, of equity interests in such joint
venture will not be deemed to violate the terms of Sections 6.12 or 6.13 of the
Loan Agreement.

         - The Company agrees to provide the Agent, on or before October 31,
2001, one or more appraisal and inspection reports satisfactory to the Agent
covering the Additional Collateral by one or more Approved Appraisers selected
by the Agent and based on an inspection conducted not earlier than the date
hereof. Until such date as such appraisals are required to be delivered to the
Agent hereunder the appraisals in respect of the Additional Collateral dated
January 31, 2001 provided to the Agent are satisfactory. The Company shall pay
all costs of the appraisal and inspection reports furnished pursuant to the
terms of this section. The Company shall deliver a Borrowing Base Certificate by
such date reflecting such appraisals, and if such certificate reveals a
Borrowing Base Deficiency the Company shall forthwith either comply with the
terms of Subsection 2.4B(iii)(1)(a) of the Loan Agreement with respect to such
Borrowing Base Deficiency or remedy such Borrowing Base Deficiency by adding
Borrowing Base Collateral in accordance with the terms of Section 2.10B(ii)(2)
of the Loan Agreement and concurrently delivering to the Agent a Borrowing Base
Certificate reflecting such addition.

         - The Company will from time to time promptly on receipt of an invoice
therefor pay all reasonable out-of-pocket expenses incurred by the Agent or
Lenders in connection with the matters described in Section 14(iv) hereof
(including without limitation due diligence regarding the transactions
contemplated hereby and by Amendment No. 3) and fees and expenses incurred after
the date hereof. The Company shall be obligated under the terms of this Section
12 whether or not the Amendment No. 3 Effective Date (as defined in Amendment
No. 3) occurs.

         - As of the date hereof, the Company restates the representations and
warranties set forth in the following sections of the Loan Agreement as though
such sections had been fully set

                                       4
   5
forth herein: 4.1A, 4.1B, 4.2, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13,
and 4.14, except in the case of Section 4.14, as such representations and
warranties relate to an earlier date.

         - This Amendment No. 2 shall be effective as of June 29, 2001, subject
to the execution and delivery hereof on or before the date hereof by the Agent,
the Company, and the Requisite Lenders and the satisfaction on the date hereof
of the following conditions:

                  (i) The Agent shall receive counterparts of this Amendment No.
         2 and counterparts of Amendment No. 3, duly executed and delivered by
         the Company and the Requisite Lenders (with the same Lenders executing
         and delivering both amendments) and the Company shall be in compliance
         with the terms hereof and thereof.

                  (ii) The Company shall pay each Lender that executes and
         delivers Amendment No. 2 and Amendment No. 3 a fee in an amount equal
         to such Lender's Commitment multiplied by .0025.

                  (iii) The Loan Agreement shall be in full force and effect,
         and no Event of Default or Potential Event of Default shall have
         occurred and be continuing (after giving effect to this Amendment No. 2
         and Amendment No. 3), and the Agent shall receive an Officer's
         Certificate of the Company to such effect.

                  (iv) The Company shall have paid Fulbright & Jaworski L.L.P.
         its fees and expenses incurred on or prior to the date hereof as
         counsel to the Agent and Lenders in connection with the withdrawn
         Notice of Borrowing of the Company under the Loan Agreement, dated June
         21, 2001, and related issues, and the negotiation, documentation, and
         closing of the transactions contemplated hereby and by Amendment No. 3,
         in the amount set forth in the invoice submitted to the Company by such
         firm.

                  (v) The Company shall cause the Additional Collateral to be
         added to the Borrowing Base Collateral under documentation in form and
         substance satisfactory to the Agent and shall have complied with the
         terms of subsections 2.10B(ii)(2) and (3) of the Loan Agreement with
         respect to the Additional Collateral.

                  (vi) The Company shall comply with such conditions precedent
         set forth in Section 3 of the Loan Agreement with respect to this
         Amendment No. 2, Amendment No. 3, and the Additional Collateral as the
         Agent shall have specified in a closing list provided to the Company,
         including without limitation a pro-forma Borrowing Base Certificate
         dated the date hereof reflecting the addition of the Additional
         Collateral to, and the removal of the Simulators from, the Borrowing
         Base Collateral.

         - Except as expressly amended hereby and by Amendment No. 3, the Loan
Agreement remains in full force and effect as if fully set forth herein. The
Company ratifies and confirms the Loan Agreement and each Loan Document. Each
reference herein, in the Loan Agreement and each other Loan Document to the
"Loan Agreement" shall mean and constitute a reference to the Loan Agreement as
amended by Amendment No. 1, this Amendment No. 2, and Amendment No. 3.

                                       5
   6
         - Without limitation of Section 15, all of the sections of this
Amendment No. 2 shall remain in full force and effect (other than Section 9 as
expressly provided therein) in accordance with their terms regardless of whether
the Amendment No. 3 Effective Date (as defined in Amendment No. 3) occurs,
except that if and only if the Amendment No. 3 Effective Date occurs, on and as
of such date: (i) the amendments to the Loan Agreement made in Sections 3, 5,
and 7 hereof shall be rescinded; and (ii) the amendments to the Loan Agreement
made in Section 8 hereof (but not the provisions of the second paragraph of
Section 8) shall be further amended as expressly provided in Amendment No. 3.

         - The Company, on behalf of itself and its affiliates, directors,
officers, employees, agents, successors, and assigns, hereby irrevocably
releases, waives, relinquishes, and agrees not to assert, any claim or cause of
action against the Agent, any Lender, or any other party to the Loan Agreement,
or any of their affiliates, directors, officers, employees, agents, successors
or assigns (collectively, the "Lender Parties"), arising out of or related to
the giving by the Company of a Notice of Borrowing under the Loan Agreement
dated June 21, 2001, or the failure of the Agent or Lenders to fund the Loans
specified in such notice, or the withdrawal of such notice.

         - Each party hereto agrees that, to the maximum extent permitted by the
law of the State of New York, this Amendment No. 2, and the rights and duties of
the parties hereunder, shall be governed by, and construed in accordance with,
the laws of the State of New York (including Section 5-1401 of the New York
General Obligations Law) in all respects, including in respect of all matters of
construction, validity and performance but without giving effect to any
provision thereof that may require application of the laws of another
jurisdiction.

                                       6
   7
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be executed by their representative officers thereunto duly authorized, as of
the date first above written.


                                COMPANY:

                                AMERICA WEST AIRLINES, INC.

                                       /s/ Stephen L. Johnson
                                By: ________________________________
                                    Name:  Stephen L. Johnson
                                    Title: Senior Vice President

                                INITIAL ISSUING BANK, AGENT AND LENDER:

                                THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                as Initial Issuing Bank, Agent and Lender

                                       /s/ Kazutoshi Kutrahara
                                By: ________________________________
                                    Name:  Kazutoshi Kutrahara
                                    Title: General Manager

                                LENDERS:

                                CITICORP USA, INC.

                                       /s/ George E. Moyer, Jr.
                                By: ________________________________
                                    Name:  George E. Moyer, Jr.
                                    Title: Vice President
   8
                                THE FUJI BANK, LIMITED

                                       /s/ Steven Brennan
                                By: ________________________________
                                    Name:  Steven Brennan
                                    Title: Senior Vice President

                                THE MITSUBISHI TRUST AND BANKING CORPORATION

                                       /s/ Scott J. Paige
                                By: ________________________________
                                    Name:  Scott J. Paige
                                    Title: Executive Vice President


                                BANKERS TRUST COMPANY

                                       /s/ Marguerite Sutton
                                By: ________________________________
                                    Name:  Marguerite Sutton
                                    Title: Vice President

                                BANK ONE, ARIZONA, NA

                                       /s/ Dennis Warren
                                By: ________________________________
                                    Name:  Dennis Warren
                                    Title: First Vice President

                                BANK OF SCOTLAND

                                       /s/ Joseph Fratus
                                By: ________________________________
                                    Name:  Joseph Fratus
                                    Title: Vice President
   9
                                                                       Exhibit I

         America West Airlines, Inc. ("AWA") will be entering into a joint
venture arrangement with GE Capital Aviation Training, Ltd. ("GECAT"), pursuant
to which AWA and GECAT will enter into a limited liability company agreement
(the "LLC Agreement") relating to a Delaware limited liability company (the "JV
LLC"). AWA will make an initial capital contribution to the JV LLC in the amount
of up to $500,000 and will make additional capital contributions to the JV LLC
as may be required or allowed pursuant to the LLC Agreement.

         In connection with the joint venture arrangement, AWA will sublease a
portion of its new Phoenix, Arizona facility that is currently under
construction to the JV LLC. Following the formation of the JV LLC, AWA will
assign lease agreements for six flight simulators to the JV LLC. The JV LLC may
enter into additional lease agreements for flight simulators. Upon the
expiration of the term of the JV LLC or the occurrence of certain dissolution
events, the JV LLC will assign some or all of the lease agreements to AWA and,
in certain circumstances, AWA will have the option to purchase the flight
simulators.
   10
                                  Schedule 1.1

                              Additional Collateral


AIRCRAFT:



                                                                           
1.       Make and Model                   U.S. Registration No. N149AW           Manufacturer's Serial No. 22575
         Boeing 737-200A
         Engine Make and Model                                                   Manufacturer's Serial Nos.
         Pratt & Whitney JT8D-15                                                          P656859B
         Pratt & Whitney JT8D-15                                                          P708344B

2.       Make and Model                   U.S. Registration No. N179AW           Manufacturer's Serial No. 22646
         Boeing 737-200A
         Engine Make and Model                                                   Manufacturer's Serial Nos.
         Pratt & Whitney JT8D-15                                                          P702978B
         Pratt & Whitney JT8D-15                                                          P708365B

3.       Make and Model                   U.S. Registration No. N183AW           Manufacturer's Serial No. 22650
         Boeing 737-200A
         Engine Make and Model                                                   Manufacturer's Serial Nos.
         Pratt & Whitney JT8D-15                                                          P708343B
         Pratt & Whitney JT8D-15                                                          P708357B

4.       Make and Model                   U.S. Registration No. N184AW           Manufacturer's Serial No. 22651
         Boeing 737-200A
         Engine Make and Model                                                   Manufacturer's Serial Nos.
         Pratt & Whitney JT8D-15                                                          P708358B
         Pratt & Whitney JT8D-15                                                          P708394B


SPARE ENGINES:

Spare Engine Make and Model         Manufacturer's Serial Nos.
IAE V2527-A5                                V10817
IAE V2527-A5                                V10676
IAE V2524-A5                                V10783
   11
                                  Schedule 1.2

                               Released Collateral

         A320/200 Full Flight Simulator which simulates the Airbus A320/200
aircraft, manufacturer's serial no. SN-006, U.S. aircraft registration no.
N633AW (the "A320 Simulator") manufactured and supplied by CAE Electronics Ltd.,
a Canadian corporation, pursuant to the certain Simulator Purchase Agreement,
dated December 18, 1990, and the SP-X-200TCD three channel and four window
computer generator visual system for installation and coupling, all within the
limit and scope of the design specifications thereof, to the simulator,
manufactured and supplied by Rediffusion Simulation Limited, an English
corporation, pursuant to that certain Purchase Agreement dated February 15,
1991.

         B737-300/400 Full Flight Simulator which simulates the Boeing B737-300
aircraft, manufacturer's serial no. 037, with convertibility to a B737-400
Series aircraft (the "B737 Simulator") manufactured and supplied by CAE
Electronics Ltd., a Canadian corporation, pursuant to that certain Simulator
Purchase Agreement, dated May 21, 1990, and the SP-X-200TCD three channel and
four window computer generator visual system for installation and coupling, all
within the limit and scope of the design specifications thereof, to the B737
Simulator, manufactured and supplied by Rediffusion Simulation Limited, an
English corporation, pursuant to that certain Purchase Agreement, dated June 29,
1990.

         B737-200 Full Flight Simulator which simulates the Boeing B737-200
aircraft, manufacturer's serial no. A07477B00 (the "B737-200 Simulator")
manufactured and supplied by Rediffusion, England, pursuant to that certain
Simulator Purchase Agreement, dated November 13, 1986, and the SP-X-200TCD three
channel and four window computer generator visual system, for installation and
coupling, all within the limit and scope of the design specifications thereof,
to the B737-200 Simulator, manufactured and supplied by Rediffusion Simulation
Limited, an English corporation, pursuant to that certain Purchase Agreement,
dated November 13, 1986.

         A320-231 Full Flight Simulator which simulates the Airbus A320-231
aircraft, manufacturer's serial no. 14 (the "A320-231 Simulator") manufactured
and supplied by Thomson-CSF/Aerospatiale, Toulouse, France, and the NovoView
6PI/T four channel and six window computer generator visual system for
installation and coupling, all within the limit of the scope of the design
specifications thereof, to the simulator.
   12
                                                              Exhibit IX
                           REVOLVING LOAN PERIOD                           Date:
                           BORROWING BASE CERTIFICATE

     Reference is made to the Amended and Restated Revolving Credit Agreement
dated as of December 10, 1999 (as may be amended, restated or supplemented or
otherwise modified from time to time, the "Credit Agreement") among America West
Airlines, Inc. (the "Company"), the lenders from time to time party thereto and
The Industrial Bank of Japan Limited, Los Angeles Agency, as arranger, initial
issuing bank and as agent for such lenders. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Credit Agreement. The undersigned, being the Vice President and Treasurer of
the Company, does hereby certify for and on behalf of the Company, as of
____________ the following:
                                     BORROWING BASE COLLATERAL



                                                      
  A      CASH AND PERMITTED CASH EQUIVALENTS             A      Collateral Balance:

                                                                Rate of Advance:  100%

                                                                Borrowing Base Value:
- -------------------------------------------------------------------------------------------------------------------------
  B      STAGE III AIRCRAFT                              B      Appraised Value:

                                                                Rate of Advance:  85%

                                                                Borrowing Base Value:
- -------------------------------------------------------------------------------------------------------------------------

  C      ROTABLES                                        C      Book Value:

                                                                Adjusted Fair Market Value:

                                                                Lower of Book Value or Adjusted Fair Market Value:

                                                                Rate of Advance:  40%

                                                                Borrowing Base Value:
- -------------------------------------------------------------------------------------------------------------------------

  D      MAINTENANCE FACILITY/HANGAR                     D      Appraised Value:

                                                                Rate of Advance:  66%

                                                                Borrowing Base:
- -------------------------------------------------------------------------------------------------------------------------

  E      737-200A AIRCRAFT                               E      Appraised Value:

                                                                Rate of Advance:  66%

                                                                Borrowing Base Value:
- -------------------------------------------------------------------------------------------------------------------------

  G      SPARE ENGINES                                   G      Appraised Value:

                                                                Rate of Advance:  66%

                                                                Borrowing Base Value:
- -------------------------------------------------------------------------------------------------------------------------

   13


                                                                                         
TOTAL BORROWING BASE VALUE:
- -------------------------------------------------------------------------------------------------------------------------
TOTAL MAXIMUM ADVANCE VALUE:                                                                   $90,000,000
- -------------------------------------------------------------------------------------------------------------------------
TOTAL LOANS
- -------------------------------------------------------------------------------------------------------------------------
BORROWING BASE VALUE UNAVAILABLE
- -------------------------------------------------------------------------------------------------------------------------
TOTAL UNAVAILABLE FOR LOAN
- -------------------------------------------------------------------------------------------------------------------------
LESSER OF BORROWING BASE VALUE OR MAXIMUM
ADVANCE VALUE:
- -------------------------------------------------------------------------------------------------------------------------
                                                           AVAILABILITY
- -------------------------------------------------------------------------------------------------------------------------
                                                           DEFICIENCY


         In addition, the Company certifies that:

(1)      None of the Borrowing Base Collateral included in the calculation of
         the Borrowing Base is subject to an Event of Loss, Event of Damage,
         Repairable Event or Adjustment Event;

(2)      No reduction in the Borrowing Base is required pursuant to subsection
         2.4B(iii)(1)(e) of the Credit Agreement; and

(3)      The portion of the Borrowing Base attributable to Rotables stated above
         does not exceed thirty percent (30%) of the aggregate Borrowing Base.



                                                     AMERICA WEST AIRLINES, INC.

                                                     By:
                                                        ------------------------
                                                        Name:
                                                        Title:

EX-10.49

   1
                                                                  EXHIBIT 10.49

                  AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT

         This Amendment No. 3 dated July 31, 2001 ("Amendment No. 3") to the
Amended and Restated Revolving Credit Agreement dated as of December 10, 1999
(as amended from time to time, the "Loan Agreement;" capitalized terms used
herein and not otherwise defined herein are used as defined in the Loan
Agreement) among America West Airlines, Inc. (the "Company") the lenders listed
therein (collectively, the "Lenders"), The Industrial Bank of Japan, Limited, as
Arranger, Co-Lead Book Manager, Initial Issuing Bank and as Agent for the
Lenders from time to time party to the Loan Agreement (in such capacity, the
"Agent"), Citicorp USA, Inc., as Arranger and Syndication Agent, Salomon Smith
Barney Inc., as Co-Lead Book Manager and Bankers Trust Company, as Documentation
Agent:

         WHEREAS, the Company, the Agent and the institutions from time to time
becoming Lenders thereunder have entered into the Loan Agreement;

         WHEREAS, the Company, the Requisite Lenders and the Agent have amended
the Loan Agreement by Amendment No. 1 dated as of April 16, 2001 ("Amendment No.
1") and desire to amend the Loan Agreement hereby and by Amendment No. 2 dated
the date hereof ("Amendment No. 2");

         NOW, THEREFORE, the parties hereto agree to amend the Loan Agreement
and to such additional terms as follows:

         1. Section 1.1 of the Loan Agreement is amended by inserting the
following defined term in appropriate alphabetical order:

                  "AMENDMENT NO. 3 EFFECTIVE DATE" means the date the Agent
         notifies the Company that all conditions precedent to the effectiveness
         of Amendment No. 3 to this Agreement, as set forth in such Amendment
         No. 3, have been satisfied.

                  "FINANCING" means an issuance by the Company of up to
         $250,000,000 of senior unsecured notes substantially in the form shown
         in the Preliminary Offering Memorandum, of which a draft dated July 19,
         2001 was provided to the Agent, or any other financing (or series of
         financings) arranged by the Company, in either case on market terms,
         which in either case is intended to provide the Company with not less
         than $140,000,000 in proceeds to the Company net of customary fees and
         other out-of-pocket expenses incurred in connection with such
         financing. Such financing or financings may not subordinate or
         otherwise adversely affect the rights of the Agent or the Lenders in
         the Collateral.

         The amendment set forth in this section shall be effective for the
period from and after the date hereof, notwithstanding any other term hereof to
the contrary.
   2
         2. Section 1.1 of the Loan Agreement is further amended by replacing
the table set forth in the definition of the term "APPLICABLE MARGIN" with the
following table:



                                                      Revolving Period
      Rating                                  LIBOR Margin/Base Rate Margin
      ------                                  -----------------------------
                                            
Below B2 by Moody's or                                 4.25% / 3.25%
Below B by S&P

B2 by Moody's or                                       3.50% / 2.50%
B by S&P

B1 by Moody's or                                       3.00% / 2.00%
B+ by S&P

Ba3 by Moody's or                                      2.75% / 1.75%
BB- by S&P

Ba2 by Moody's or                                      2.50% / 1.50%
BB by S&P



         The amendment set forth in this section shall be effective for the
period from and after the date hereof, notwithstanding any other term hereof to
the contrary.

3. Section 1.1 of the Loan Agreement is further amended by replacing the table
set forth in the definition of the term "COMMITMENT FEE RATE" with the following
table:



  Rating                                                 Rate
  ------                                                 ----
                                                  
Below B2 by Moody's or                                  1.125%
Below B by S&P

B2 by Moody's or                                        .875%
B by S&P

B1 by Moody's or                                         .75%
B+ by S&P

Ba3 by Moody's or                                        .70%
BB- by S&P

Ba2 by Moody's or                                       .625%
BB by S&P


         The amendment set forth in this section shall be effective for the
period from and after the date hereof, notwithstanding any other term hereof to
the contrary.

                                       2
   3
         4. Subsection 2.4B(iii) of the Loan Agreement is amended by adding a
new clause (3) at the end thereof as follows:

                  (3) Prepayments due to a Financing. The Company shall promptly
         notify the Agent of each and every proposed financing transaction that
         would constitute all or part of the Financing. The Company shall
         promptly notify the Agent of the date that the Company expects that the
         proceeds of such transactions will have provided the Company with an
         aggregate of at least $140,000,000 in proceeds net of customary fees
         and other out-of-pocket expenses. Within five Business Days after the
         closing of the Financing (or, if the Financing consists of a series of
         transactions, the closing of the transaction that results in such
         aggregate proceeds being provided to the Company), the Company will
         prepay, without premium or penalty (other than pursuant to subsection
         2.6D, if applicable), all amounts outstanding under the Commitments by
         applying the proceeds of such transactions as provided in Section 5.12.

         The amendment set forth in this section shall be effective for the
period from and after the date hereof, notwithstanding any other term hereof to
the contrary.

         5. Subsection 2.10C(1) of the Loan Agreement is amended by deleting the
word "and" immediately preceding "(D)" in the first sentence of such subsection
and by adding the following at the end of such sentence before the period: ",
and (E) any appraisal delivered pursuant to the terms of Section 2.10E or of
Amendment No. 2 to this Agreement." The amendment set forth in this section
shall be effective for the period from and after the date hereof,
notwithstanding any other term hereof to the contrary.

         6. A new Section 2.10E is added immediately after Section 2.10D of the
Loan Agreement. Section 2.10E shall read as follows:

                  E. ADDITIONAL APPRAISALS.

                  Not more often than once in each calendar quarter, upon
                  request of the Agent, the Company shall provide the Agent a
                  desk top appraisal of the Rotables and Spare Engines
                  constituting part of the Borrowing Base Collateral,
                  satisfactory to the Agent, by an Approved Appraiser selected
                  by the Agent. Not more often than once in any six-month
                  period, upon request of the Agent, the Company shall provide
                  the Agent an appraisal and inspection report covering the
                  Rotables and Spare Engines constituting part of the Borrowing
                  Base Collateral by an Approved Appraiser selected by the
                  Agent. In the case of Rotables only, an inspection of the
                  Rotables shall mean an inspection of a sample of the Rotables
                  by the Approved Appraiser for the purpose of determining the
                  accuracy of the inventory reports maintained by the Company
                  for

                                       3
   4
                  the Rotables. The Company shall pay all costs of the
                  appraisals and inspection reports furnished pursuant to the
                  terms of this Section 2.10E. The terms of this Section 2.10E
                  shall not limit the rights of the Agent or Lenders under any
                  other section hereof or of any Security Agreement. Any
                  appraisal delivered pursuant to the terms of this Section
                  2.10E shall be considered an Approved Appraisal for all
                  purposes including without limitation calculating the
                  Borrowing Base.

         The amendment set forth in this section shall be effective for the
period from and after the Amendment No. 3 Effective Date.

         7. Subsection 5.1(xvii) of the Loan Agreement is amended by adding the
following at the end of such subsection before the period: "including without
limitation offering memoranda, prospectuses, or other documents and information,
whether publicly available or not, regarding the Financing." The amendment set
forth in this section shall be effective for the period from and after the date
hereof, notwithstanding any other term hereof to the contrary.

         8. Section 5 of the Loan Agreement is amended by adding the following
at the end of such section:

                  5.12 USE OF PROCEEDS OF FINANCING

                  The Company may apply the proceeds of each financing
                  transaction that is a Financing or is or could comprise part
                  of a Financing, net of customary fees and other out-of-pocket
                  expenses incurred by the Company in connection with such
                  transaction, only (i) to prepay amounts outstanding under the
                  Commitments as required by Section 2.4B(iii)(3), (ii) for
                  working capital and other general corporate purposes, and
                  (iii) in the case of any proceeds that exceed a net aggregate
                  (after the payment of such customary fees and other
                  out-of-pocket expenses) of $140,000,000, for any purpose that
                  does not otherwise violate any provision of this Agreement.

         The amendment set forth in this section shall be effective for the
period from and after the date hereof, notwithstanding any other term hereof to
the contrary.

         9. The amendments to the Loan Agreement described in Sections 3, 5, and
7 of Amendment No. 2 are hereby rescinded with effect for the period from and
after the Amendment No. 3 Effective Date. From and after the Amendment No. 3
Effective Date, the phrase "fifty percent (50%)" set forth in Exhibit IX to the
Loan Agreement shall be replaced with "thirty percent (30%)" and "60%" set forth
in Section C of Exhibit IX shall be replaced with "40%." From and after the
Amendment No. 3 Effective Date, the phrase "clauses (i), (vii), (xi), and (xii)
of Section 6.3" set forth in clause (a) of Section 10 of Amendment No. 2 shall
be replaced with "clause (xi) of Section 6.3," but any Investments made on or
after July 31, 2001 but before the Amendment No. 3 Effective Date under clauses
(i), (vii), or (xii) of Section 6.3 of the Loan

                                       4
   5
Agreement shall continue to be counted toward the $5,000,000 limit set forth in
such section. From and after the Amendment No. 3 Effective Date, the release
under the terms of Subsection 2.10B(ii)(1) of Borrowing Base Collateral in any
of the categories shown in the table below shall reduce the Borrowing Base as
shown in the table below for the respective category (and the pro forma
Borrowing Base Certificate required to be delivered under the terms of clause
(iv) of such subsection in connection with such release shall reflect such
reduction):



Category                                                  Reduction

                                                       
Cash and Permitted Cash Equivalents                       100% of the Dollar amount of the Cash or
                                                          Cash Equivalent

Stage III Aircraft (other than 737-200A
Series Aircraft)                                          92.5% of the Fair Market Value of the Aircraft
                                                          as stated in the Approved Appraisal thereof
                                                          delivered at the time of removal

737-200A Series Aircraft, Spare Engines or
Simulators                                                72.5% of the Fair Market Value of the
                                                          737-200A Series Aircraft, Spare
                                                          Engines or Simulators as stated in the
                                                          Approved Appraisal thereof delivered at
                                                          the time of removal


For any addition to the Borrowing Base Collateral either following any such
removal from the Borrowing Base Collateral, or contemporaneously with such
removal as contemplated by the terms of the second following sentence, the
percentages set forth for the various categories of Borrowing Base Collateral in
the definition of Borrowing Base in Section 1.1 of the Loan Agreement, as
amended, shall apply to the calculation of Borrowing Base. From and after the
Amendment No. 3 Effective Date, at no time may Borrowing Base Collateral be
added or removed if the effect of such action would be to reduce to less than
50% the proportion of the Borrowing Base attributable to Cash and Permitted Cash
Equivalents, Aircraft, and Spare Engines (after giving effect to the respective
percentages of Fair Market Value applicable to such categories of Borrowing Base
Collateral that are used to calculate Borrowing Base under the definition of
such term). In addition, from and after the Amendment No. 3 Effective Date, any
removal of Borrowing Base Collateral shall, in addition to reducing the
Borrowing Base as provided above, reduce the aggregate of the Lenders'
Commitments by the same Dollar amount (and shall proportionally reduce each
Lender's Commitment), unless at the time of such removal the Company adds
Borrowing Base Collateral in accordance with the terms of Section 2.10B(ii)(2)
of the Loan Agreement that is of the same category (as shown above in this
Section 9) as the removed Borrowing Base Collateral and has an appraised value
(as shown in an Approved Appraisal delivered to the Agent at the time of such
addition) (or Dollar value in the case of Cash or Cash Equivalents) at least
equal to that of the removed Borrowing Base Collateral (as shown in such
Approved Appraisal), and each such reduction in the Lenders' Commitments shall
be evidenced by a certificate executed by the Agent setting forth each Lender's
new Commitment. Any addition to the Borrowing Base Collateral thereafter shall
increase the Borrowing Base if the terms of the Loan Agreement would so provide
but shall not increase the aggregate of the Lenders' Commitments or any Lender's
Commitment. At the Company's expense, the Company shall deliver to the Agent at
the time of any addition or removal, or simultaneous addition and removal, of
Borrowing Base Collateral an Approved

                                       5
   6
Appraisal of all added or removed Borrowing Base Collateral (other than Cash or
Cash Equivalents) and a pro forma Borrowing Base Certificate showing the effect
of such addition or removal and certifying that no Borrowing Base Deficiency
will result therefrom. It is acknowledged that the adjustments to the Lenders'
Commitments provided for in this section shall be used for all purposes of the
Loan Agreement including without limitation for the computation of the
commitment fees payable by the Company under the terms of Section 2.3A thereof.

         10. The waiver of the terms of Section 6.5D of the Loan Agreement
provided in Section 9 of Amendment No. 2 is terminated with effect for the
period from and after the Amendment No. 3 Effective Date.

         11. With effect from and after the Amendment No. 3 Effective Date,
Section 6.5A of the Loan Agreement is amended by deleting such section in its
entirety, and replacing such section with the following:

                  A. MINIMUM FIXED CHARGE COVERAGE RATIO. The Company shall not
                  permit the ratio of (i) EBITDA plus Aircraft Rental Expense to
                  (ii) Interest Expense plus Aircraft Rental Expense for any
                  four-fiscal quarter period ending as of the last day of any
                  fiscal quarter of the Company to be less than .70 to 1.00.

         12. The Company agrees that the Liens on the Collateral granted
pursuant to the Security Agreements and any other agreements contemplated hereby
or by Amendment No. 2 shall serve as security for the due and punctual payment
of the Obligations as amended hereby and by Amendment No. 1 and Amendment No. 2.

         13. The Amendment No. 3 Effective Date (as defined in Section 1) shall
occur on the date, if any, on or before October 31, 2001, when the Agent
determines acting promptly and in good faith that all of the following
conditions precedent have been satisfied:

                  (i) The Company shall have closed the Financing on or before
         October 31, 2001 and shall have received at least $140,000,000 in
         proceeds from the Financing net of customary fees and other
         out-of-pocket expenses.

                  (ii) The Agent shall have received an Officer's Certificate of
         the Company dated the Amendment No. 3 Effective Date stating that the
         condition set forth in Section 13(i) has been satisfied.

                  (iii) The Company shall have repaid all outstanding principal
         and accrued and unpaid interest on the Loan and all other outstanding
         Obligations including without limitation all fees and expenses then due
         and payable hereunder and under Amendment No. 2, and no Obligations
         shall be outstanding on the Amendment No. 3 Effective Date.

                  (iv) The Agent shall have received a counterpart of this
         Amendment No. 3 and of Amendment No. 2 duly executed and delivered by
         the Company and the Requisite Lenders.

                                       6
   7
                  (v) The Loan Agreement shall be in full force and effect, and
         no Event of Default or Potential Event of Default shall have occurred
         and be continuing (after giving effect to Amendment No. 2 and this
         Amendment No. 3), and the Agent shall have received an Officer's
         Certificate of the Company to such effect.

                  (vi) Each Lender that has executed and delivered this
         Amendment No. 3 shall have received payment from the Company of a fee
         in an amount equal to such Lender's Commitment multiplied by .0025.

                  (vii) The Company shall have paid all reasonable fees and
         expenses of counsel to the Agent in connection with the Loan Agreement,
         this Amendment No. 3 and the transactions contemplated thereby.

                  (viii) The Company shall have complied with such other
         conditions as the Agent may specify in a closing list to be delivered
         to the Company.

         Promptly following or concurrently with satisfaction of the conditions
of Section 13(i) above, the Company shall take all actions necessary to cause
the other foregoing conditions to be satisfied and to prepay the Loans
contemplated by the terms of Section 4 hereof. The Company acknowledges that its
failure to take all such other actions may become an Event of Default under
Section 7.5 of the Loan Agreement.

         14. If the Amendment No. 3 Effective Date shall not have occurred on or
before October 31, 2001, the provisions set forth herein that recite that they
are effective from and after the Amendment No. 3 Effective Date (which are set
forth in Sections 6, 9, 10, and 11 hereof) shall be null and void, and the terms
of Amendment No. 2 that would have been affected according to the terms of
Sections 9, 10, and 11 hereof shall remain in full force and effect. The terms
of this Amendment No. 3 other than those set forth in Sections 6, 9, 10, and 11
hereof shall be in full force and effect from and after the execution and
delivery hereof whether or not the Amendment No. 3 Effective Date occurs.

         15. Each party hereto agrees that, to the maximum extent permitted by
the law of the State of New York, this Amendment No. 3, and the rights and
duties of the parties hereunder, shall be governed by, and construed in
accordance with, the laws of the State of New York (including Section 5-1401 of
the New York General Obligations Law) in all respects, including in respect of
all matters of construction, validity and performance but without giving effect
to any provision thereof that may require application of the laws of another
jurisdiction.

                                       7
   8
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to be executed by their representative officers thereunto duly authorized, as of
the date first above written.

                                         COMPANY:

                                         AMERICA WEST AIRLINES, INC.

                                                 /s/ Stephen L. Johnson
                                         By: ________________________________
                                             Name:   Stephen L. Johnson
                                             Title:  Senior Vice President

                                         INITIAL ISSUING BANK, AGENT AND LENDER:

                                         THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                         as Initial Issuing Bank, Agent
                                         and Lender

                                                 /s/ Kazutoshi Kutrahara
                                         By: ________________________________
                                             Name:   Kazutoshi Kutrahara
                                             Title:  General Manager

                                         LENDERS:

                                         CITICORP USA, INC.

                                                 /s/ George E. Moyer, Jr.
                                         By: ________________________________
                                             Name:   George E. Moyer, Jr.
                                             Title:  Vice President


                                         THE FUJI BANK, LIMITED

                                                 /s/ Steven Brennan
                                         By: ________________________________
                                             Name:   Steven Brennan
                                             Title:  Senior Vice President
   9
                                         THE MITSUBISHI TRUST AND BANKING
                                         CORPORATION

                                                /s/ Scott J. Paige
                                         By: ________________________________
                                             Name:  Scott J. Paige
                                             Title: Executive Vice President

                                         BANKERS TRUST COMPANY

                                                /s/ Marguerite Sutton
                                         By: ________________________________
                                             Name:  Marguerite Sutton
                                             Title: Vice President


                                         BANK ONE, ARIZONA, NA


                                                /s/ Dennis Warren
                                         By: ________________________________
                                             Name:  Dennis Warren
                                             Title: First Vice President

                                         BANK OF SCOTLAND

                                                /s/ Joseph Fratus
                                         By: ________________________________
                                             Name:  Joseph Fratus
                                             Title: Vice President